-----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, QvLtCCHVypUN+3ulIElmb2AU+6pqW1Nh4fbnbSEQyzmG9elLv4qH7XKYuZp9SfGA yz+Ym8+OgIXTlga8oucwjw== 0001012870-99-002617.txt : 19990805 0001012870-99-002617.hdr.sgml : 19990805 ACCESSION NUMBER: 0001012870-99-002617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990713 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990804 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: 99677247 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): July 13, 1999 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 5. Other Events. Reference is hereby made to the Registrant's press releases attached hereto as Exhibits 99.1, 99.2 and 99.3 which meet the requirements for filing under Item 5 and are incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibits - -------- 99.1 Press Release dated July 13, 1999. 99.2 Press Release dated July 19, 1999. 99.3 Press Release dated July 26, 1999. 2 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: August 3, 1999 By: /s/ Linda M. Iannone -------------------- Linda M. Iannone Senior Vice President and General Counsel 3 Exhibit Index 99.1 Press Release dated July 13, 1999 99.2 Press Release dated July 19, 1999 99.3 Press Release dated July 26, 1999 EX-99.1 2 PRESS RELEASE DATE JULY 13, 1999. EXHIBIT 99.1 Press Release dated July 13, 1999 For Information Contact - ----------------------- At Greater Bay Bancorp: At Financial Relations Board: David L. Kalkbrenner Christina Carrabino (general information) President and CEO Kristi Larson (analyst contact) (650) 614-5767 (415) 986-1591 Steven C. Smith EVP, CAO and CFO (650) 813-8222 GREATER BAY BANCORP REPORTS RECORD OPERATING RESULTS 25% INCREASE IN CORE EARNINGS -- Total Assets Top $2 billion -- PALO ALTO, CA, July 13, 1999 - Greater Bay Bancorp (Nasdaq: GBBK) today announced record operating results for the second quarter and six months ended June 30, 1999. Earnings for the quarter, before merger and related non- ----------------------------- recurring costs, were $6.5 million, or $0.55 per diluted share, up 25% from $5.2 - --------------- million, or $0.44 per diluted share, for the second quarter of 1998. Including merger and related non-recurring costs of $2.5 million in the second quarter of 1999 and $1.3 million in the second quarter of 1998, net income for the quarter was $4.0 million, or $0.34 per diluted share, compared with $3.8 million, or $0.33 per diluted share in the same quarter a year ago. For the six months ended June 30, 1999, net income, before merger and related ------------------------- non-recurring and extraordinary items, was $12.2 million, or $1.04 per diluted - ------------------------------------- share, up 27% from $9.6 million, or $0.82 per diluted share, in the same period of the prior year. Net income, including merger and related non-recurring and extraordinary items of $2.6 million for the first six months of 1999 and $1.3 million for the first six months of 1998, was $9.7 million, or $0.82 per share, for the first six months of 1999, compared with $8.3 million, or $0.71 per share, for the first six months of 1998. At June 30, 1999, Greater Bay Bancorp's total assets were $2.1 billion, an increase of 31% from $1.6 billion at June 30, 1998, reflecting continued strong internal growth. Total loans grew to $1.3 billion, up 44% from $902.0 million a year ago, and total deposits were $1.8 billion, up 29% from $1.4 billion at June 30, 1998. For the six months ended June 30, 1999, Greater Bay Bancorp's return on average equity and efficiency ratio before merger and related non-recurring and extraordinary items, were 21.64% and 53.53%, compared to 21.17% and 55.43% for the six month period ended June 30, 1998. During the second quarter of 1999, Greater Bay Bancorp's return on average equity and efficiency ratio, before merger and related non- recurring and extraordinary items, were 21.99% and 52.24%. "Greater Bay Bancorp continues to solidify its position as the preeminent Super Community Bank in the dynamic San Francisco Bay Area economy," said David L. Kalkbrenner, president and chief executive officer. "Our strategy of superior relationship banking generates significant internal growth through strong client loyalty and when combined with our very selective acquisition efforts, Greater Bay's earnings growth and excellent quality of assets significantly exceed our peers." Kalkbrenner continued, " During the second quarter, we finalized the merger with Bay Area Bancshares and signed a definitive merger agreement with Bay Commercial Services, the holding company for Bay Bank of Commerce, which has offices in Hayward, San Leandro and San Ramon, California. We also opened a regional banking office in Walnut Creek, California. The Bay Bank of Commerce merger and the opening of our office in Walnut Creek are part of our business strategy to penetrate the rapidly growing East Bay region of the San Francisco area. We are excited about the significant opportunities that exist to expand our services to small- and mid-sized businesses in this dynamic growth region." Operating results for the three months ended June 30, 1999, include approximately $178,000 of expense, excluding internal staff time, related to the correction of the year 2000 "millenium bug" which impacts all companies. The company has budgeted an anticipated total expenditure of $300,000 in fiscal 1999 to address the year 2000 issues. By focusing on quality banking relationships, Greater Bay Bancorp is maintaining excellent asset quality. At June 30, 1999, Greater Bay Bancorp's ratio of non- performing assets to total assets was only 0.21%, down from 0.34% a year earlier. In addition, the allowance for loan losses at June 30, 1999 represented 1.93% of total loans and 575% of non-performing assets, compared to 2.14% of total loans and 359% of non-performing assets at June 30, 1998. In addition, non-interest income continues to grow reflecting Greater Bay Bancorp's efforts to further diversify its revenue stream. During the second quarter ended June 30, 1999, the Company's trust fees, depositor services fees, gain on sale of SBA loans, and loan and international banking fees were $3.0 million, up 36% from $2.2 million in the second quarter of 1998. Greater Bay Bancorp's capital ratios continue to be above the well-capitalized guidelines established by the bank regulatory agencies. Greater Bay Bancorp and its financial service subsidiaries, Bay Area Bank, Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and Golden Gate Bank, along with its operating divisions, Greater Bay Bank Santa Clara Commercial Banking Group, Greater Bay Corporate Finance Group, Greater Bay Bank Contra Costa Regional Banking Office, Greater Bay International Banking Division, Greater Bay Trust Company, Pacific Business Funding and Venture Banking Group, serve clients throughout Silicon Valley, the San Francisco Peninsula and the Contra Costa Tri Valley Region, with offices located in San Jose, Cupertino, Santa Clara, Palo Alto, Redwood City, San Mateo, Millbrae, San Francisco and Walnut Creek. Safe Harbor This document may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. For a discussion of factors that could cause actual results to differ, please see the Company's publicly available Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the year ended December 31, 1998, and particularly the discussion of risk factors within the document. For investor information on Greater Bay Bancorp at no charge, call our automated shareholder information line at 1-800-679-2606 or via fax, dial 1-800-PRO-INFO and enter code GBBK. For international access, dial 1-732-544-2850. -FINANCIAL TABLES FOLLOW- Greater Bay Bancorp Reports Record Operating Results July 13,1999 Page 4 GREATER BAY BANCORP June 30, 1999 - FINANCIAL SUMMARY ($ in 000's, except share and per share data)
SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION Jun 30 Mar 31 Dec 31 Sept 30 Jun 30 1999 1999 1998 1998 1998 ----------------------------------------------------------------------------- Cash and Due From Banks $ 90,246 $ 79,244 $ 69,583 $ 68,536 $ 83,588 Investments 606,442 541,842 497,887 609,781 580,726 Loans: Commercial 646,483 594,546 483,668 412,343 397,544 Construction 256,253 219,993 215,274 190,878 175,450 Real Estate 353,871 352,820 332,478 279,095 262,008 Consumer and Other 99,988 96,469 88,458 83,330 89,783 Deferred Loan Fees, Net (5,133) (4,903) (3,896) (3,443) (3,018) ----------------------------------------------------------------------------- Total Loans 1,351,462 1,258,925 1,115,982 962,203 921,767 Allowance for Loan Losses (26,086) (24,046) (23,379) (21,862) (19,758) ----------------------------------------------------------------------------- Total Loans, Net 1,325,376 1,234,879 1,092,603 940,341 902,009 Other Assets 91,548 82,487 78,116 68,330 59,376 Total Assets $ 2,113,612 $ 1,938,452 $ 1,738,189 $ 1,686,988 $ 1,625,699 ============================================================================= Deposits: Demand, Non-Interest Bearing $ 324,019 $ 316,054 $ 302,006 $ 274,091 $ 299,190 NOW, MMDA and Savings 1,124,354 996,855 922,581 860,871 862,331 Time Certificates, $100,000 and over 320,286 298,959 190,312 224,140 203,388 Other Time Certificates 61,998 63,976 64,048 61,882 43,044 Total Deposits 1,830,657 1,675,844 1,478,947 1,420,984 1,407,953 ----------------------------------------------------------------------------- Other Borrowings 90,435 72,288 76,234 92,235 83,775 Other Liabilities 27,397 27,082 22,967 18,011 15,627 Total Liabilities 1,948,489 1,775,214 1,578,148 1,531,230 1,507,355 ----------------------------------------------------------------------------- Long-term Subordinated Debt - - 3,000 3,000 3,000 Trust Preferred Securities 50,000 50,000 50,000 50,000 20,000 Stockholders' Equity 115,123 113,238 107,041 102,758 95,344 Regulatory Capital 165,123 163,238 160,041 155,758 118,344 ----------------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $ 2,113,612 $ 1,938,452 $ 1,738,189 $ 1,686,988 $ 1,625,699 ============================================================================= Average Quarterly Total Loans, excluding Nonaccrual $ 1,310,819 $ 1,187,214 $ 1,009,858 $ 926,399 $ 891,269 Average Quarterly Investments $ 598,984 $ 489,664 $ 582,428 $ 615,279 $ 501,606 Average Quarterly Interest Bearing Liabilities $ 1,602,021 $ 1,397,742 $ 1,319,199 $ 1,244,656 $ 1,104,813 Average Quarterly Assets $ 2,052,312 $ 1,818,878 $ 1,731,075 $ 1,634,478 $ 1,510,354 Average Quarterly Equity $ 117,713 $ 110,513 $ 104,710 $ 99,941 $ 93,325 Regulatory Capital Tier I or Leverage Capital $ 155,557 $ 145,260 $ 137,652 $ 129,757 $ 114,946 Total Capital $ 187,196 $ 181,908 $ 176,902 $ 169,838 $ 134,547 Nonperforming Assets Nonaccrual Loans $ 3,375 $ 2,992 $ 2,003 $ 3,061 $ 3,903 Loans 90 Days Past Due & Accruing - - - - 75 Restructured Loans 565 482 327 377 531 OREO 595 620 966 905 1,001 Total Nonperforming Assets $ 4,535 $ 4,094 $ 3,296 $ 4,343 $ 5,510 ============================================================================= Greater Bay Trust Company Assets 659,414 $ 630,840 $ 649,336 $ 581,437 636,362 - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS: June 30 Mar 31 Dec 31 Sept 30 Jun 30 1999 1999 1998 1998 1998 ----------------------------------------------------------------------------- Loan to Deposit Ratio 73.82% 75.12% 75.46% 67.71% 65.47% Ratio of Allowance for Loan Losses to: Total Loans 1.93% 1.91% 2.09% 2.27% 2.14% Total Nonperforming Assets 575.21% 587.35% 709.31% 503.38% 358.59% Total Nonperforming Assets to Total Assets 0.21% 0.21% 0.19% 0.26% 0.34% Ratio of Quarterly Net Charge-offs to Average Loans, annualized 0.01% 0.09% 0.17% 0.05% 0.01% Ratio of YTD Net Charge-offs to Average Loans, annualized 0.05% 0.09% 0.13% 0.11% 0.20% Earning Assets to Total Assets 92.72% 93.00% 92.96% 93.21% 92.37% Earning Assets to Interest-Bearing Liabilities 118.98% 121.63% 123.70% 121.69% 123.53% Capital Ratios: Leverage 7.58% 7.99% 7.95% 7.94% 7.61% Tier 1 Risk Based Capital 9.48% 9.45% 10.12% 11.09% 10.26% Total Risk Based Capital 11.41% 11.83% 13.01% 14.51% 12.01% Risk Weighted Assets $ 1,640,736 $ 1,537,158 $ 1,360,078 $ 1,170,114 $ 1,120,123 Book Value Per Share $ 10.24 $ 10.17 $ 9.72 $ 9.36 $ 8.76 Total Shares Outstanding 11,247,791 11,135,923 11,011,462 10,983,955 10,888,455
Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Pacific Rim Bancorporation, Pacific Business Funding Corporation and Bay Area Bancshares, on a pooling-of-interests basis. Greater Bay Bancorp Reports Record Operating Results July 13,1999 Page 5 GREATER BAY BANCORP June 30, 1999 - FINANCIAL SUMMARY ($ in 000's, except share and per share data)
SELECTED QUARTERLY CONSOLIDATED OPERATING DATA: Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter 1999 1999 1998 1998 1998 ----------------------------------------------------------------------------- Interest Income $ 39,043 $ 34,461 $ 33,152 $ 32,998 $ 30,473 Interest Expense 16,181 13,921 13,475 13,947 12,503 ----------------------------------------------------------------------------- Net Interest Income before Provision for Loan Losses 22,862 20,540 19,677 19,051 17,970 Provision for Loan Losses 1,636 921 1,941 1,881 1,377 ----------------------------------------------------------------------------- Net Interest Income after Provision for Loan Losses 21,226 19,619 17,736 17,170 16,593 Other Income: Trust Fees 727 721 664 642 617 Depositor Service Fees 393 419 426 431 411 ATM Fees 501 527 498 518 479 Loan and International Banking Fees 458 309 176 165 190 Gain on Sale of SBA Loans 298 284 282 290 221 Gain/(loss) on Investments - - 320 4 42 Other Income (1) 410 293 421 129 225 ----------------------------------------------------------------------------- 2,787 2,553 2,787 2,179 2,185 Nonrecurring - Warrant Income 226 4 314 134 - ----------------------------------------------------------------------------- Other Income 3,013 2,557 3,101 2,313 2,185 Operating Expenses: Compensation and Benefits 7,726 7,169 6,537 6,587 6,363 Occupancy and Equipment 2,436 2,355 1,908 1,852 1,778 Professional Services & Legal 496 575 689 537 553 Client Services 244 261 142 128 136 FDIC Insurance and Assessments 103 100 92 93 83 Other Real Estate, Net 15 21 (6) 43 (8) Other Expenses 2,379 2,210 2,953 2,090 1,921 ----------------------------------------------------------------------------- 13,399 12,691 12,315 11,330 10,826 Nonrecurring Expenses (2) 323 - 448 192 - Total Operating Expenses 13,722 12,691 12,763 11,522 10,826 ----------------------------------------------------------------------------- Net Income before Income Taxes, Merger and Other Related Nonrecurring Costs and Extraordinary Items 10,517 9,485 8,074 7,961 7,952 Income Tax Expense 4,062 3,695 2,446 2,586 2,792 ----------------------------------------------------------------------------- Net Income before Merger and Other Related Nonrecurring Costs and Extraordinary Items 6,455 5,790 5,628 5,375 5,160 Merger and Other Related Nonrecurring Costs net of tax 2,491 - - 360 1,314 ----------------------------------------------------------------------------- Net Income before Extraordinary Items 3,964 5,790 5,628 5,015 3,846 Extraordinary Items, net of tax (3) - (88) - - - ----------------------------------------------------------------------------- Net Income $ 3,964 $ 5,702 $ 5,628 $ 5,015 $ 3,846 ============================================================================= - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS: Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter 1999 1999 1998 1998 1998 ----------------------------------------------------------------------------- Net Income Per Share (Before Merger and Other Related Nonrecurring Costs and Extraordinary Items) Basic $ 0.58 $ 0.53 $ 0.51 $ 0.49 $ 0.48 Diluted $ 0.55 $ 0.50 $ 0.48 $ 0.46 $ 0.44 Net Income Per Share Basic $ 0.35 $ 0.51 $ 0.51 $ 0.46 $ 0.35 Diluted $ 0.34 $ 0.49 $ 0.48 $ 0.43 $ 0.33 Weighted Average Common Shares Outstanding 11,193,000 11,087,000 10,994,000 10,924,000 10,859,000 Weighted Average Common & Common Equivalent Shares Outstanding 11,798,000 11,718,000 11,705,000 11,622,000 11,653,000 Return on Quarterly Average Assets, annualized (4) 1.26% 1.29% 1.29% 1.30% 1.37% Return on Quarterly Average Equity, annualized (4) 21.99% 21.25% 21.33% 21.34% 22.18% Net Interest Margin - Average Earning Assets 4.80% 4.97% 4.90% 4.90% 5.17% Operating Expense Ratio (Before Nonrecurring and Extraordinary Items) 2.62% 2.83% 2.82% 2.75% 2.88% Efficiency Ratio (Before Nonrecurring and Extraordinary Items) 52.24% 54.96% 54.82% 53.37% 53.71% - ------------------------------------------------------------------------------------------------------------------------------------
(1) Q3 of 1998 includes a $100,000 write-down of an equity investment in accordance with APB 18. (2) Q3 and Q4 of 1998 and Q2 of 1999 nonrecurring expenses are comprised of $192,000, $448,000 and $323,000 in donations to the GBB Foundation, respectively. (3) Includes $88,000 loss on early retirement of subordinated debt. (4) Before Merger and Other Related Nonrecurring Costs and Extraordinary Items of $2.5 million, net of tax, in Q2 1999, $88,000, net of tax, in Q1 1999, $360,000, net of tax, in Q3 of 1998, and $1.3 million, net of tax, in Q2 of 1998. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Pacific Rim Bancorporation, Pacific Business Funding Corporation and Bay Area Bancshares, on a pooling-of-interests basis. - ------------------------------------------------------------------------------- Greater Bay Bancorp Reports Record Operating Results July 13,1999 Page 6 GREATER BAY BANCORP June 30, 1999 - FINANCIAL SUMMARY ($ in 000's, except share data)
SELECTED YEAR TO DATE CONSOLIDATED OPERATING DATA: JUNE 30, JUNE 30, 1999 1998 -------------------------------- Interest Income $ 73,504 $ 58,648 Interest Expense 30,102 23,758 -------------------------------- Net Interest Income Before Provision for Loan Losses 43,402 34,890 Provision for Loan Losses 2,557 2,413 -------------------------------- Net Interest Income After Provision for Loan Losses 40,845 32,477 Other Income (1) 5,340 3,809 Nonrecurring - Warrant Income 230 497 -------------------------------- Total Other Income 5,570 4,306 Operating Expense 26,090 21,450 Other Expenses - nonrecurring (2) 323 701 -------------------------------- Total Operating Expenses 26,413 22,151 -------------------------------- Net Income Before Income Taxes and Extraordinary Items 20,002 14,632 Income Tax Expense 7,757 5,018 -------------------------------- Net Income Before Merger and Other Related Nonrecurring Costs and Extraordinary Items 12,245 9,614 Merger and Other Related Nonrecurring Costs, net of tax 2,491 1,314 -------------------------------- Net Income Before Extraordinary Items 9,754 8,300 Extraordinary Items (3) (88) - Net Income $ 9,666 $ 8,300 ================================ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED YEAR TO DATE CONSOLIDATED OPERATING RATIOS: JUNE 30, JUNE 30, 1999 1998 -------------------------------- Net Income Per Share (Before Merger and Other Related Nonrecurring Costs and Extraordinary Items) Basic $ 1.10 $ 0.87 Diluted $ 1.04 $ 0.82 Net Income Per Share Basic $ 0.87 $ 0.75 Diluted $ 0.82 $ 0.71 Weighted Average Common Shares Outstanding 11,133,000 11,087,000 Weighted Average Common & Common Equivalent Shares Outstanding 11,747,000 11,675,000 Return on Average Assets, annualized (4) 1.28% 1.35% Return on Average Equity, annualized (4) 21.64% 21.17% Net Interest Margin - Average Earning Assets 4.88% 5.27% Operating Expense Ratio (Before Nonrecurring and Extraordinary Items) 2.72% 3.01% Efficiency Ratio (Before Nonrecurring and Extraordinary Items) 53.53% 55.43% - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
(1) Q1 of 1998 includes a $700,000 write-down of an equity investment in accordance with APB 18. (2) Q2 of 1999 and Q1 of 1998 nonrecurring expenses are comprised of a $323,000 and $701,000 donation to the GBB Foundation, respectively. (3) Includes $88,000 loss on early retirement of subordinated debt. (4) Before Merger and Other Related Nonrecurring Costs and Extraordinary Items of $2.5 million, net of tax in Q2 1999, $88,000, net of tax, in Q1 1999, and $1.3 million, net of tax, in Q2 of 1998. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Pacific Rim Bancorporation, Pacific Business Funding Corporation and Bay Area Bancshares, on a pooling-of-interests basis. - ------------------------------------------------------------------------------- EX-99.2 3 PRESS RELEASE DATED JULY 19, 1999. EXHIBIT 99.2 Press Release dated July 19, 1999 For Information Contact - ----------------------- at Greater Bay Bancorp: At Financial Relations Board: David L Kalkbrenner, Christina Carrabino (general information) President & CEO Kristi Larson (analyst contact) (650) 614-5767 (415) 986-1591 Steven C. Smith, EVP, CAO & CFO (650) 813-8222 FOR IMMEDIATE RELEASE --------------------- GREATER BAY BANCORP SUCCESSFULLY COMPLETES Y2K TESTING OF ITS MISSION CRITICAL SYSTEMS PALO ALTO, CA, July 19, 1999 - Greater Bay Bancorp (Nasdaq: GBBK), a $2.1 billion financial services holding company, today announced that on June 30, 1999 it had successfully completed the testing of its mission critical systems for year 2000 readiness. These tests indicate that the Company's core banking systems are ready for the year 2000 date change. According to David L. Kalkbrenner, president and chief executive officer of Greater Bay Bancorp, "The testing completed in the project included the Company's core application software for its deposit, loan and trust computer systems, as well as the electronic funds transfers system with the Federal Reserve. With the successful completion of these tests, we are confident that the century date change will not impact our ability to serve our clients' financial needs." Greater Bay Bancorp performed this testing on its actual bank computer systems and at its off-site backup facility. The dates were moved forward to 20 significant dates that pose potential problems for the systems, such as September 9, 1999, December 31, 1999, January 3, 2000 and February 29, 2000. In each case, the tested systems performed without error. As part of its year 2000 preparations, the Company also monitors the year 2000 readiness of its key clients and vendors to mitigate risk to Greater Bay Bancorp. Greater Bay Bancorp and its financial services subsidiaries, Bay Area Bank, Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and Golden Gate Bank, along with its operating divisions, Greater Bay Bank Santa Clara Valley Commercial Banking Group, Greater Bay Corporate Finance Group, Greater Bay Bank Contra Costa Business Banking Office, Greater Bay International Banking Division, Greater Bay Trust Company, Pacific Business Funding and Venture Banking Group, serve clients throughout Silicon Valley, the San Francisco Peninsula and the Contra Costa Tri-Valley Region, with offices located in San Jose, Cupertino, Santa Clara, Palo Alto, Redwood City, San Mateo, Millbrae, San Francisco and Walnut Creek. Safe Harbor This document may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. For a discussion of factors that could cause actual results to differ, please see the publicly available Securities and Exchange Commission filings of Greater Bay Bancorp, including the Annual Report on Form 10-K for the year ended December 31, 1998, and particularly the discussion of risk factors within such documents. Year 2000 Readiness Disclosure This announcement is a year 2000 readiness disclosure subject to the Year 2000 Information and Readiness Disclosure Act, 15 U.S.C. (S) 1 [note] (1998). EX-99.3 4 PRESS RELEASE DATED JULY 26, 1999. EXHIBIT 99.3 Press Release Dated July 26, 1999 For Information Contact - ----------------------- At Greater Bay Bancorp At Financial Relations Board David L. Kalkbrenner Christina Carrabino (general information) President and CEO Kristi Larson (analyst contact) (650) 614-5767 (415) 986-1591 Steven C. Smith EVP, CAO and CFO (650) 813-8222 FOR IMMEDIATE RELEASE --------------------- THE U.S. EXPORT-IMPORT BANK GRANTS GREATER BAY BANCORP DELEGATED AUTHORITY STATUS PALO ALTO, CA; July 26, 1999 - Greater Bay Bancorp (Nasdaq:GBBK), a financial services holding company with over $2.1 billion in assets, announced today that the Export-Import Bank of the United States (Ex-Im Bank) has granted the company level "A" delegated authority status to provide foreign receivable financing to local exporters. Ex-Im Bank allows "A" level delegated authority lenders to approve working capital loans up to an aggregate total of $3.5 million per exporter, and to approve an aggregate total of up to $50 million in loans. "With delegated authority under Ex-Im Bank's Working Capital Guarantee Program, we can expand our international capabilities," stated Tony Oriti, senior vice president and manager of Greater Bay's International Banking Division. "Under this program, we can commit Ex-Im Bank's guarantee on loans which meet prescribed Ex-Im Bank guidelines and help companies with their export financing needs on an expedited basis." "Ex-Im Bank is looking forward to working with Greater Bay Bancorp and its community bank subsidiaries to help more small and medium-sized businesses to obtain the working capital they need to export their goods and services to competitive foreign markets," said Ex-Im Bank Chairman James A. Harmon. Ex-Im Bank offers lenders accelerated processing of requests through delegated authority. Ex-Im Bank has delegated to Greater Bay Bancorp authority under this program to allow it to commit Ex-Im Bank's guarantee as soon as credit decisions have been made. David L. Kalkbrenner, president and chief executive officer of Greater Bay Bancorp commented, "By the use of this program, we help our local economy grow by assisting small- and medium-sized exporters to compete in the global markets. We are very excited to be working with the Ex-Im Bank." The International Banking Division of Greater Bay Bancorp provides importers and exporters involved in international trade with the Pacific Rim, Europe and other parts of the world with cost-effective ways to manage and minimize risk in overseas transactions. For more information on our International Services and Ex-Im Bank, call Tony Oriti at (415) 782-8610. Greater Bay Bancorp and its financial services subsidiaries, Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce, Golden Gate Bank and Bay Area Bank, along with its operating divisions, Greater Bay Bank Santa Clara Valley Commercial Banking Group, Greater Bay Corporate Finance Group, Greater Bay Bank Contra Costa Region, Greater Bay International Banking Division, Greater Bay Trust Company, Pacific Business Funding and Venture Banking Group, serve clients throughout Silicon Valley, the San Francisco Peninsula and the Contra Costa Tri-Valley Region, with offices located in San Jose, Cupertino, Santa Clara, Palo Alto, Redwood City, San Mateo, Millbrae, San Francisco and Walnut Creek. Safe Harbor This document may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. For a discussion of factors that could cause actual results to differ, please see the Company's publicly available Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the year ended December 31, 1998, and particularly the discussion of risk factors within the document. -----END PRIVACY-ENHANCED MESSAGE-----