-----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, OD/SIQO1kbirP76AD2ThLo4Dwl7o2MzekD1yod8vNi64eU55G9yJbmk6K5IRScNS QHqWm5tJLWR+/UTWys2S3g== 0001012870-99-002122.txt : 19990630 0001012870-99-002122.hdr.sgml : 19990630 ACCESSION NUMBER: 0001012870-99-002122 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 11-K SEC ACT: SEC FILE NUMBER: 000-25034 FILM NUMBER: 99655433 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 11-K 1 FORM 11-K - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended December 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from ___________ TO _____________. Commission file number 0-25034 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: GREATER BAY BANCORP 401(k) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: GREATER BAY BANCORP 2860 WEST BAYSHORE ROAD PALO ALTO, CALIFORNIA 94303 - -------------------------------------------------------------------------------- INTRODUCTION Greater Bay Bancorp has established the Greater Bay Bancorp 401(k) Plan (the "Plan"). The Plan is a profit sharing plan with a cash or deferred arrangement intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The Plan was registered on Registration Statements on Form S-8 filed with the Securities and Exchange Commission on July 8, 1997 (File No. 333-30913) and November 20, 1998 (File No. 333-67677). REQUIRED INFORMATION 1. Financial Statements and Schedules. These statements and schedules are listed below in the Table of Contents. 2. Exhibits. 23.1 Consent of PricewaterhouseCoopers LLP Greater Bay Bancorp 401(k) Plan Reports on Audits of Financial Statements As of December 31, 1998 and 1997 and for the year ended December 31, 1998 Greater Bay Bancorp 401(k) Plan Table of Contents to Financial Statements and Supplemental Schedules - -------------------------------------------------------------------------------- Pages Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 2 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year en ded December 31, 1998 3 Notes to Financial Statements 4 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998 10 Item 27d - Schedule of Reportable Transactions (Series of Transactions) for the year ended December 31, 1998 11 Report of Independent Accountants June 9, 1999 To the Trustee of the Greater Bay Bancorp 401(k) Plan: In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits with fund information present fairly, in all material respects, the net assets available for benefits of the Greater Bay Bancorp 401(k) Plan (the "Plan") as of December 31, 1998 and 1997 and the changes in net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management ; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management . The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP 1 Greater Bay Bancorp 401(k) Plan Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 - --------------------------------------------------------------------------------
Assets 1998 1997 Cash $ - $ 45,620 ----------- ----------- Investments, at fair market value: Shares of money market funds: Greater Bay Trust Floating Rate Fund 518,247 347,176 Shares of registered investment companies: Vanguard Total Bond Index Fund 326,356 69,580 Vanguard Institutional Index Fund 1,592,203 913,274 T. Rowe Price International Stock Fund 332,175 233,681 Greater Bay Trust Tactical Asset Allocation Program 4,189,080 3,038,001 Greater Bay Bancorp Common Stock 4,153,916 2,213,019 Participant notes receivable 267,890 248,103 ----------- ----------- Total investments 11,379,867 7,062,834 ----------- ----------- Receivables: Employer's contributions 190,833 88,778 Participants' contributions 62,139 - Accrued interest and dividends 29,462 13,552 ----------- ----------- Total receivables 282,434 102,330 ----------- ----------- Total assets $11,662,301 $ 7,210,784 ----------- ----------- Liabilities Accrued liabilities - 391 ----------- ----------- Total liabilities - 391 ----------- ----------- Net assets available for benefits $11,662,301 $ 7,210,393 ----------- -----------
The accompanying notes are an integral part of these financial statements. 2
Greater Bay Bancorp 401(k) Plan Statement of Changes in Net Assets Available for Benefits with Fund Information For the year ended December 31, 1998 - --------------------------------------------------------------------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------------------------- Greater Bay Greater T. Rowe Trust Greater Bay Trust Vanguard Vanguard Price Tactical Bay Floating Total Bond Institutional International Asset Bancorp Rate Index Index Stock Allocation Common Fund Fund Fund Fund Program Stock Additions to net assets attributed to: Investment income: Interest $ 22,430 $ - $ - $ - $ 12 $ - Dividends - 7,005 29,708 25,138 81,817 36,965 Net appreciation (depreciation) in the fair value of investments - 1,199 286,094 30,477 799,973 1,034,611 Contributions: Employer 25,898 19,570 109,645 23,172 209,145 177,805 Participant 50,932 47,869 253,204 45,709 440,455 418,907 Rollover 96,141 14,663 79,681 3,682 94,413 61,816 Realized gains (losses) - 12 2,517 (249) (24,954) 29,461 -------- -------- ---------- -------- ---------- ---------- Total additions 195,401 90,318 760,849 127,929 1,600,861 1,759,565 -------- -------- ---------- -------- ---------- ---------- Deductions from net assets attributed to: Benefit payments and distributions 12,214 1,046 36,721 3,799 75,918 135,890 -------- -------- ---------- -------- ---------- ---------- Total deductions 12,214 1,046 36,721 3,799 75,918 135,890 -------- -------- ---------- -------- ---------- ---------- Transfers in (out) (12,116) 167,504 (45,199) (25,636) (373,864) 317,222 -------- -------- ---------- -------- ---------- ---------- Net increase 171,071 256,776 678,929 98,494 1,151,079 1,940,897 -------- -------- ---------- -------- ---------- ---------- Balance at beginning of year 347,176 69,580 913,274 233,681 3,038,001 2,213,019 -------- -------- ---------- -------- ---------- ---------- Balance at end of year $518,247 $326,356 $1,592,203 $332,175 $4,189,080 $4,153,916 ======== ======== ========== ======== ========== ========== Participant Directed ---------------------------- Participant Notes Receivable Other, net Total Additions to net assets attributed to: Investment income: Interest $ 23,205 $ - $ 45,647 Dividends - 12,690 193,323 Net appreciation (depreciation) in the fair value of investments - - 2,152,354 Contributions: Employer - 102,055 667,290 Participant - 62,139 1,319,215 Rollover - - 350,396 Realized gains (losses) - - 6,787 -------- -------- ----------- Total additions 23,205 176,884 4,735,012 -------- -------- ----------- Deductions from net assets attributed to: Benefit payments and distributions 17,516 - 283,104 -------- -------- ----------- Total deductions 17,516 - 283,104 -------- -------- ----------- Transfers in (out) 14,098 (42,009) - -------- -------- ----------- Net increase 19,787 134,875 4,451,908 -------- -------- ----------- Balance at beginning of year 248,103 147,559 7,210,393 -------- -------- ----------- Balance at end of year $267,890 $282,434 $11,662,301 ======== ======== ===========
The accompanying notes are an integral part of these financial statements. 3 Greater Bay Bancorp 401(k) Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 1. Plan Description On November 27, 1996, Cupertino National Bancorp (Cupertino) merged with Mid-Peninsula Bancorp (Mid-Peninsula). The surviving entity, Mid-Peninsula, was renamed Greater Bay Bancorp (GBB). The Board of Directors of GBB concurrently approved the merger of the Mid-Peninsula 401(k) Plan into the Cupertino 401(k) Plan and renamed the plan as the Greater Bay Bancorp 401(k) Plan (the Plan), effective December 31, 1996. On December 23, 1997 and May 8, 1998, GBB completed its mergers with Peninsula Bank of Commerce (PBC) and Golden Gate Bank (GGB), respectively. The 401(k) plans of PBC (PBC Plan) and GGB (GGB Plan) were not merged with the Plan as of December 31, 1998. As such, the accompanying financial statements of the Plan do not include any information as to the PBC and GGB Plans. The PBC Plan was frozen upon the date of merger and the GGB Plan was terminated the day before the merger, and the merged employees of PBC and GGB became participants of the Plan. The assets of the PBC Plan will be merged with the assets of the Plan once GBB has ensured that all operational and/or form defects of the PBC Plan have been corrected and approved by the Internal Revenue Service (IRS) under one of the IRS remedial programs. GGB will distribute benefits to participants of the GGB Plan upon the receipt of a favorable determination letter from the IRS on the qualification of the terminated GGB Plan. At that time, GBB will permit rollovers from the GGB Plan into the Plan at the participant's election. The following description of the Plan is provided for general information purposes only. Participants of the Plan should refer to the Plan document for a more comprehensive description of the Plan's provisions. General The Plan is a defined contribution plan covering all employees of GBB and its subsidiaries who are 21 years of age or older. As of December 31, 1998, the subsidiaries consisted of Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and Golden Gate Bank (collectively, the Subsidiaries). GBB and the Subsidiaries are herein collectively referred to as "the Company." The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). All of the Plan's assets are held by the Greater Bay Trust Company (the Trustee), a division of Cupertino National Bank. Contributions Each year, participants may contribute up to 15% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company makes a matching contribution to the Plan on behalf of each participant who elects to contribute to the Plan, in an amount equal to 62.5% of the first 8% of the eligible compensation that such a participant elects to contribute to the Plan. Additional Company contributions may be made at the discretion of GBB. The allocation of qualified nonelective contributions is made to the accounts of only non- highly compensated participants. 4 Greater Bay Bancorp 401(k) Plan Notes to Financial Statements - -------------------------------------------------------------------------------- Participant accounts Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution, (b) Plan earnings, and (c) rollovers. Allocations are based on participant directions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Employees hired prior to December 31, 1996 are 100% vested in all accounts. For employees hired after December 31, 1996, vesting in the Company's matching and discretionary contribution portion of their accounts, plus actual earnings thereon, is based on years of continuous service as follows:
Percent Years of Service Vested 1 25% 2 50% 3 75% 4 or more 100%
Forfeitures Participants who terminate employment before they are 100% vested in their Company contributions will forfeit the nonvested portion of the Company contributions allocated to their accounts. Forfeitures, if any, shall be used to reduce the contribution of the employer for the Plan year in which such forfeitures occur. Investment options Upon enrollment in the Plan, participants may direct their contributions at any time in whole percent increments into any of the following six investment options: . Greater Bay Trust Floating Rate Fund - Funds are invested in a money market type account. The rate paid is equivalent to the six-month U.S. Treasury bill auction rate plus 0.25%. . Vanguard Total Bond Index Fund - Funds are invested in shares of a registered investment company that invests in a combination of bonds and other "fixed income" securities. . Vanguard Institutional Index Fund - Funds are invested in shares of a registered investment company that invests in stocks included in the Standard & Poor's 500 Index. . T. Rowe Price International Stock Fund - Funds are invested in preferred stocks, warrants, convertibles, and/or debt securities. The Fund typically maintains 5 Greater Bay Bancorp 401(k) Plan Notes to Financial Statements - -------------------------------------------------------------------------------- investments in at least three foreign countries, and may invest in both industrialized and developing countries. . Greater Bay Trust Tactical Asset Allocation Program - Funds are invested in equity securities, bonds, and cash. . Greater Bay Bancorp Common Stock - Funds are invested in common stock of the Company. Participants may change their investment options quarterly for new deferrals and may change investment of a present balance daily. Participant notes receivable Plan participants are permitted to borrow against the vested interest in their account up to a maximum of 50% of the vested amount ranging from a minimum of $1,000 and a maximum of $50,000. Loan terms range from one to 30 years. The loans are secured by the balance in the participant's account and bear interest rates that range from 7.75% to 11%. Principal and interest is paid ratably through semi-monthly payroll deductions. Payment of benefits On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account or annual installments over a period not to exceed the participant's life expectancy. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. 2. Summary of Significant Accounting Policies Basis of accounting The records of the Plan are kept and the accompanying financial statements have been prepared on the accrual basis of accounting. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Risks and uncertainties The Plan provides for various investment options in any combination of the above mutual fund and money market investment types, which themselves are invested in various combinations of stock, bond, income, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the 6 Greater Bay Bancorp 401(k) Plan Notes to Financial Statements - -------------------------------------------------------------------------------- near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. Investment valuation and income recognition The Plan's investments are stated at fair market value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Participant notes receivables are valued at cost which approximates market. Purchases and sales of securities are reflected on a trade date basis. Transaction gains or losses are determined on the average cost method. Interest income is recognized on the accrual basis. The net appreciation (depreciation) in the fair value of the Plan's investments consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. Contributions Employee contributions are recorded in the period during which GBB makes payroll deductions from the Plan participants' earnings. Matching GBB contributions are recorded quarterly. Payment of benefits Benefits are recorded when paid. Tax status The Internal Revenue Service (IRS) has determined and informed GBB by a letter dated May 5, 1995, that the Plan, as then designed, is designed in accordance with the applicable sections of the Internal Revenue Code (IRC). 3. Plan Administration and Expense GBB currently bears the administrative expenses associated with the management of the Plan. As such, no administrative expenses are reflected in the Plan's financial statements. 4. Plan Termination Although it has not expressed any intent to do so, GBB has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested. 7 Greater Bay Bancorp 401(k) Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 5. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 1998 1997 Net assets available for benefits per the financial statements $ 11,662,301 $ 7,210,393 Amounts allocated to withdrawing participants - (17,048) ------------ ----------- Net assets available for benefits per the Form 5500 $ 11,662,301 $ 7,193,345) ------------ -----------
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year Ended December 31, 1998 Benefits paid to participants per the financial statements $ 283,104 Add: Amounts allocated to withdrawing participants at December 31, 1998 - Less: Amounts allocated to withdrawing participants at December 31, 1997 (17,048) --------- Benefits paid to participants per the Form 5500 $ 266,056 ---------
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefits claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 6. Subsequent Events On May 21, 1999, GBB completed its merger with Bay Area Bancshares (BAB). BAB terminated its 401(k) plan immediately before the merger with GBB. Once the IRS has issued a favorable determination letter on the qualification of the terminated BAB 401(k) plan, GBB will permit rollovers from the BAB 401(k) plan into the Plan at the participants' discretion. 8 Greater Bay Bancorp 401(k) Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 7. Related Party Transactions One of the investment options of the Plan (see Note 1) is managed by the Greater Bay Trust Company. The Greater Bay Trust Company is the trustee as defined by the Plan, and, therefore, these transactions qualify as party-in- interest. However, no fees were paid by the Plan to the Trustee for the investment management services. 8. Concentration of Risk A portion of the Plan's assets are invested in common stock of Greater Bay Bancorp. This investment fund represents 36% of the Plan's total assets at December 31, 1998 and 48% of the Plan's net investment appreciation for the year ended December 31, 1998. 9 Supplemental Schedules
Greater Bay Bancorp 401(k) Plan Item 27a-Schedule of Assets Held for Investment Purposes As of December 31, 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Historical Identity of Issuer Description of Investments Cost Fair Value *Greater Bay Trust Floating Rate Fund Money Market Fund $ 518,247 $ 518,247 Vanguard Total Bond Index Fund Registered Investment Company 324,565 326,356 *Greater Bay Trust Tactical Asset Allocation Program Allocation Program 3,166,836 4,189,080 Vanguard Institutional Index Fund Registered Investment Company 1,165,337 1,592,203 T. Rowe Price International Stock Fund Registered Investment Company 309,089 332,175 Greater Bay Bancorp Common Stock Common stock of Company 2,056,817 4,153,916 *Participant notes receivable Loans, secured by balance of vested 7.75% to 11% 267,890 267,890 ------------- ------------ $7,808,781 $ 11,379,867 ------------- ------------
*Represents party-in-interest to the Plan. 10 Greater Bay Bancorp 401(k) Plan Itme 27d - Schedule of Reportable Transactions (Series of Transactions) For the year ended December 31, 1998 - --------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) Fair Value of Assets on Identity of Purchase Selling Cost of Transaction Net Gain Party Involved Description of Assets Price Price Assets Date or (Loss) 1) Greater Bay Trust Floating 69 Purchase of fund shares $ 167,062 $ 167,062 $ 167,062 - Rate Fund 49 sales of fund shares $ 338,270 $ 338,270 $ 338,270 - 2) Greater Bay Bancorp 72 purchases of fund shares $1,094,734 $1,094,734 $1,094,734 - Common Stock 18 sales of fund shares $ 83,714 $ 39,856 $ 83,714 $ 43,858 3) Greater Bay Trust Tactical 61 purchases $ 928,016 $ 928,016 $ 928,016 - Asset Allocation Program 40 sales $ 552,864 $ 448,847 $ 552,864 $104,017 4) Vanguard Institutional 67 purchases of fund share $ 549,998 $ 549,998 $ 549,998 - Index Fund 33 sales of fund shares $ 159,519 $ 122,006 $ 159,519 $ 37,513
11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Greater Bay Bancorp 401 (k) Plan -------------------------------- (Name of Plan) Date: June 29, 1999 By: /s/ Hall Palmer --------------- Hall Palmer Executive Vice President and Senior Trust Officer Greater Bay Trust Company, Trustee for the Plan EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 23.1 Consent of PricewaterhouseCoopers LLP EX-23.1 2 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-30913 and 333-67677) of Greater Bay Bancorp of our report dated June 9, 1999 relating to the financial statements of the Greater Bay Bancorp 401(k) Plan, which appears in the Annual Report on Form 11-K. We also consent to the incorporation by reference of our report dated February 9, 1999 relating to the financial statement schedules, which appears in the Greater Bay Bancorp Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----