8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
	OMB Number:   3235-0060 Expires:      March 31, 2006 Estimated average burden hours per response . . . . . . . 28.0

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) March 7, 2005

GREATER BAY BANCORP

(Exact name of registrant as specified in its charter)

California	0-25034	77-0387041
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 University Avenue, 6th Floor, East Palo Alto, California	94303
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (650) 813-8200

NA

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Greater Bay Bancorp (the “Company”) has updated its investor slide presentation with information as of December 31, 2004. The slide presentation is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K pursuant to Regulation FD.

Item 8.01 Other Events.

On March 7, 2005, the Company issued a press release announcing that its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer will participate in the Sandler O’Neill & Partners, LP West Coast Financial Services Conference on March 10, 2005 and discuss the slides included as Exhibit 99.1. The press release, included in this report as Exhibit 99.2, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1	Slide presentation of Greater Bay Bancorp as of December 31, 2004 (furnished pursuant to Regulation FD)
99.2	Press Release dated March 7, 2005 re conference participation

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 8, 2005	By:	/s/ Linda M. Iannone
		Linda M. Iannone
		Senior Vice President, General Counsel and Secretary

Exhibit Index

99.1	Slide presentation of Greater Bay Bancorp as of December 31, 2004
99.2	Press Release dated March 7, 2005 re conference participation

EX-99.1

Exhibit 99.1

Slide Presentation of Greater Bay Bancorp as of December 31, 2004

Greater Bay Bancorp

Sandler O’Neill & Partners, L.P. West Coast Financial Services Conference March 9-11, 2005

1

Greater Bay Bancorp

Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements relate to the Company’s current expectations regarding future operating results, net interest margin, net loan charge-offs, asset quality, level of loan loss reserves, growth in loans and deposits and the strength of the local economy. These forward looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements. These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions at the international, national and local levels and increased competition among financial service providers on the Company’s results of operations and the quality of the Company’s earning assets; (2) any difficulties that may be encountered in consolidating the bank subsidiaries and in realizing operating efficiencies; (3) government regulation, including developments related to the ongoing insurance industry-wide investigations into contingent commissions and override payments, and the ultimate resolution of the notice of proposed adjustment from the IRS; and (4) the other risks set forth in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2003. Greater Bay does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

2

Company Profile

As of December 31, 2004

Total Assets $6.9 billion

Core Deposits (1) $4.8 billion

2004 Net Income $92.9 million

Earnings Per Diluted Share (2) $1.50

Common Shares Outstanding 51.2 million

Common Equity $659 million

Convertible Preferred Equity $104 million

Market Valuation (3) $1.3 billion

ROA/ROE 1.25% / 14.21%

(1) Excludes brokered and CA state deposits.

(2) Includes effect of EITF 04-8 which decreased EPS by $0.13.

(3) As of 3/1/05

3

Investment Rationale

Largest independent banking franchise in Northern California operating in lucrative San Francisco Bay Area regional market.

Established track record as acquirer of choice.

Proven record of organic growth and in-market expansion.

Diversified provider of financial services in four distinct business areas.

Mitigates geographic concentration of banking business and sector-specific earnings volatility.

Provides strong non-interest revenue diversification.

4

Investment Rationale

Strong financial fundamentals and sound credit metrics.

Experienced and proven executive management team.

Leading to long-term record of superior shareholder return.

5

An Exceptional Regional Market

6

Greater San Francisco Bay Area

Sonoma Napa Marin San Francisco Contra Costa San Mateo Alameda Santa Clara Santa Cruz Monterey

7

Greater San Francisco Bay Area Profile

Recognized global leadership in technological innovation, advancement, and growth.

Unmatched concentration of venture capital funding and investment.

Entrepreneurial spirit and results-oriented ethic.

Highest levels of worker productivity and per capita income in the nation.

Highest level of workforce education in the nation.

Exceptionally strong international trade position.

8

A Regional Strategic Perspective

“The Bay Area has proven fairly resilient in the economic downturn. Several fundamental strengths remain in tact such as its highly skilled work force, global presence, and multi-faceted economy…(and) the Bay Area retains its core dynamism, and still has marked advantages over other comparable regions in the country.”

McKinsey & Company/Bay Area Council “Downturn and Recovery in Restoring Prosperity” Economic Profile January 2004

9

Diversified Financial Services Provider

10

Diversified Financial Services Provider

Greater Bay Bancorp

Regional Community Banking

Assets of $5.6 billion

12 distinct community bank brands

40 offices

Relationship-based

Centralized operations, international, and cash management support

Regional in scope

Specialty Finance

Assets of $1.3 billion

Commercial finance to health care businesses

Small ticket leasing

Factoring and asset based lending

SBA lending

SFD REL lending

National in scope

Insurance Brokerage

Annual premiums approaching $2 billion

Annual revenues of approx. $130 million

Offering P&C, D&O, employee benefits, risk management services

No underwriting risk

Western U.S. in scope

Wealth Management

Trust and private banking

AUM in excess of $600 million Regional in scope

11

Regional Community Banking

12

Regional Community Banking Business

Operating 12 separate business dbas under single consolidated charter – 40 office locations throughout the Greater Bay Area.

Common data processing platform, credit policies and operating procedures – served and supported by single administrative staff.

Focused on relationship-based lending:

Commercial ($500m-5mm), CRE ($1-10mm), and construction

($1-10mm) credit opportunities.

Local people in local markets making local decisions based upon local knowledge.

And on core deposit growth plus linkage of fee-based services.

13

Greater Bay Community Banking – 1996

MPB

CNB

14

Greater Bay Community Banking—Today

BOP GBB GGB PBC BAB MPB BBC CNB BSC CCB MDNB SJNB

15

Community Banking Group Profile

Community Banking Group

Peninsula/San Mateo County

Mid-Peninsula Bank

Peninsula Bank of Commerce

Bay Area Bank

Santa Clara County

Cupertino National Bank

San Jose National Bank

Bank of Santa Clara

San Francisco/Marin Counties

Golden Gate Bank

Greater Bay Bank-Marin

Alameda County

Bay Bank of Commerce

Greater Bay Bank-Fremont

Contra Costa County

Mt. Diablo National Bank

Greater Bay Bank-Walnut Creek

Santa Cruz/Monterey Counties

Coast Commercial Bank

Greater Bay Bank-Carmel

Sonoma County

Bank of Petaluma

Total Loans: $3.22 billion Core Deposits: $4.81 billion

Note: Figures shown as of 12/31/04. Excludes SBA loan totals.

16

Client-Centric Banking Model

1 Locate and Diagnose

Business Development

Craft 2

3 Sell

4 Install

5 Service

Relationship Management

6 Link and Build

Client

17

Core Deposit Growth

Year-End 12/31/01 to 12/31/04

($ in Billions)

$6.00 $4.00 $2.00 $0.00

$4.05 $4.43 $4.56 $4.81

2001 2002 2003 2004

18

Specialty Finance

19

Specialty Finance Business

Collection of discrete businesses focused on acquisition and servicing/sale of value-based assets where execution, efficiency, standardization, and productivity are essential to optimizing profitability.

Transaction rather than relationship-based.

Relationships essentially limited to intermediaries who source the business (dealers, distributors, etc.).

Mandate to compete at high end of credit quality spectrum.

No deviation from target borrower – very disciplined.

Intense focus on perpetual growth of credit risk knowledge and on automation-based underwriting as core strategic elements.

20

Specialty Finance Group Profile

Specialty Finance Group

Matsco

Professional dental and veterinary term commercial financing

National in scope

Greater Bay Capital

Small-ticket leasing National in scope

Greater Bay Funding

Factoring and asset-based lending

West Coast in scope

SBA Lending

504 and 7(A) business sourced direct and via community banks

Regional in scope

Residential Mortgage Lending

Start-up venture aimed at brokering or retaining high quality SFD REL

Regional in scope

Total Assets: $1.28 billion

Note: Figures as of 12/31/04

21

Changes in Loan Portfolio Composition

Combined Community Banking and Specialty Finance 12/31/00 to 12/31/04

($ in Billions)

$6.00 $4.00 $2.00 $0.00

$4.08 16% 39% 18% 27%

$4.51 14% 39% 16% 31%

$4.81 11% 41% 15% 33%

$4.55 10% 42% 12% 36%

$4.48 10% 43% 11% 36%

2000 2001 2002 2003 2004

CRE Construction and Land Commercial/Matsco/GBC All Others/SNC

22

Commercial Real Estate Portfolio Composition – As of 12/31/04

By Type

Self Storage 2%

Multifamily 3%

Warehouse 4%

1-4 SFR 4%

R&D 5%

Hotel/Motel 8%

Other RE 10%

Industrial 12%

Retail 17%

Office 35%

By County

Sacramento

1%

Solano 1%

Monterey 2%

Marin 4%

Other 5%

Sonoma 5%

Santa Cruz 5%

Contra Costa 6%

San Francisco 7%

Alameda 13%

San Mateo 14%

Santa Clara 37%

Total—$1,688.5MM

23

Construction Loan Portfolio

Composition – As of 12/31/04

By Type

Other 2%

Retail 1%

Self Storage 6%

Industrial 4%

Office 15%

Multifamily 30%

1-4 SFR 42%

By County

Other 3%

Placer 2%

Marin 2%

San Bernadino 1%

Sonoma 1%

Santa Cruz 9%

Alameda 10%

Contra Costa 11%

San Francisco 13%

San Mateo 15%

Sacramento 2%

Santa Clara 31%

Total—$363.5MM

24

CRE Loan Outstandings by Vintage As of 12/31/04

($ in Millions)

$500 $400 $300 $200 $100 $0

Pre- 1998 1999 2000 2001 2002 2003 2004 1998

$135 $120 $214 $176 $229 $348 $250 $217

Total Outstandings = $1.69 billion

25

Bay Area Office Market

Rental and Vacancy Trends

Rent per SF

$6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00

1999 2000 2001 2002 2003 Q1’04 Q2’04 Q3’04 Q4’04

25.0% 20.0% 15.0% 10.0% 5.0% 0.0%

Avg. Rent $3.24 $5.64 $2.86 $2.31 $2.09 $2.05 $2.06 $2.07 $2.06

Vacancy 3.8% 4.3% 15.5% 19.5% 19.8% 19.3% 18.0% 17.5% 17.3%

Source: BT Commercial

26

Commercial Insurance Brokerage

27

Commercial Insurance Services Business

Acquired ABD Insurance and Financial Services in March 2002 – a highly-respected provider of commercial insurance brokerage and risk management services. Largest brokerage firm headquartered on the West Coast and 17th largest in the nation.(1)

And 4th largest bank-owned firm in the country.

Diversified property and casualty (65%) and employee benefit (35%) revenue streams.

Key strengths in technology, biotech, wine, construction, and agribusiness industry sectors.

(1) Source: Business Insurance Magazine – July 19, 2004

28

Commercial Insurance Services Business

Strategic focus on disciplined expansion (via organic growth and acquisition) into key western regional markets.

To leverage existing lines of business expertise – and to develop enhanced “provider-of-choice” branding and pricing positions.

Highly successful expansion into Seattle is indicative of both capabilities and expectations.

29

Commercial Insurance Services Group

ABD Insurance and Financial Services

Bay Area

Sacramento

Additional Major Western Regional Markets

Los Angeles/ Southern CA

Seattle

Total Premium Volume: $1.9 billion

Total Commission/Fee Revenue: $130 million

Approximate figures for 2004

30

Non-Interest Revenue Growth*

2001 to 2004

Non-Interest Income as % of Total Revenue

12.7% 12.7%

31.0% 13.3% 17.7%

36.5% 11.4% 25.1%

39.5% 11.7% 27.8%

2001 2002 2003 2004

ABD

* As a result of the ABD acquisition in March 2002, the Company’s 2002 results included 10 months of insurance commissions and fees totaling $88.5 million. There were no such insurance commissions and fees in 2001.

31

Update on Contingent Commission Arrangements

Heightened concern industry-wide related to contingent commission arrangements resulting from New York AG allegation that certain firms engaged in improper activities.

A few states have requested data from insurance brokers including ABD.

Which is being fully provided by ABD. No actions have been brought against ABD.

Greater Bay engaged outside counsel to review ABD’s overall business practices in specific areas of concern.

No evidence found of improper marketing activities. No systemic compliance related issues identified.

32

Update on Contingent Commission Arrangements

Contingent commissions totaled approximately 10% of total ABD revenues in 2004.

Company currently expects most carriers to continue to offer similar arrangements in 2005.

Still an evolving area – future structural modifications are ultimately probable.

Heightened client disclosure standards in place.

33

Sound Credit Metrics

34

Net Charge-Offs by Loan Type 2001 to 2004

($ in millions) $60.0 $50.0 $40.0 $30.0 $20.0 $10.0 $0.0 -$10.0

Total Matsco SNC Other C&I

CRE & Construction

Consumer

2001 $25.2 $0.7 $15.2 $11.4 -$2.4 $0.4

2002 $54.8 $17.5 $13.8 $13.5 $9.5 $0.5

2003 $31.6 $9.6 $10.3 $5.6 $5.2 $0.9

2004 $17.7 $6.6 $3.0 $3.0 $4.6 $0.5

35

Allowance and Charge-Off Levels

3/31/01 to 12/31/04

% of Loans

3.0% 2.5% 2.0% 1.5% 1.0% 0.5% 0.0%

‘3/01 ‘6/01 ‘9/01 ‘12/01 ‘3/02 ‘6/02 ‘9/02 ‘12/02 ‘3/03 ‘6/03 ‘9/03 ‘12/03 ‘3/04 ‘6/04 ‘9/04 ‘12/04

Quarter Ending

Annualized Net Charge-Off Rate

GBBK Allowance as % of Loans

Peer Allowance as % of Loans

36

Non-Performing Assets by Loan Type 12/31/03 to 12/31/04

($ in millions)

70 60 50 40 30 20 10 - $61.7 $49.2 $42.2 $59.3 $44.3

12/31/03 3/31/04 6/30/04 9/30/04 12/31/04

CRE

Const./Land

Commercial

Corp. Finance

Matsco/GBC

All Other

37

Non-Performing Assets

Key Changes by Type 12/31/03 vs. 12/31/04

($ in millions)

Corporate Finance $(12.7)

Commercial Real Estate (7.8)

Commercial (5.9)

All Other (2.2)

Matsco/GBC 2.2

Construction 9.0

Total $(17.4)

38

Strong Financial Indicators

39

Capital Ratio Strength Indicators

Regulatory Well-Capitalized Standard

GBBK Capital Levels

2002 2003 2004

Tang.Equity/Tang. Assets (1) n/a 6.40% 7.13% 7.66%

Leverage Ratio 5.00% 8.61% 9.98% 10.67%

Tier 1 Risk-Based Capital 6.00% 11.71% 12.87% 13.01%

Total Risk-Based Capital 10.00% 12.97% 14.13% 14.27%

(1) Common equity plus preferred stock less intangible assets divided by tangible assets.

40

Net Interest Margin Levels

12/31/98 to 12/31/04

10% 8% 6% 4% 2%

9.50% 8.50% 7.75% 5.50% 5.56% 5.29% 4.86% 5.00% 4.52% .25% 4.25% 4.20% 4.00% 5.25% 4.36%

12/98 12/99 12/00 12/01 12/02 12/03 12/04

GBBK’s Avg. Margin

Prime Rate

Note: Average NIM YTD

41

Interest Rate Risk Profile and Developments

Greater Bay is nominally asset-sensitive as of 12/31/04.

Proactive strategies implemented during 2004 to mitigate exposure to interest rate risk fluctuations and to preserve asset-sensitive profile.

Term of FHLB advances expanded to lengthen liability duration.

Net fixed-receive swap positions terminated.

Investment securities portfolio reduced in size from $2.2 billion at 12/31/03 to $1.6 billion at 12/31/04.

Investment portfolio continues to be managed for minimal credit and controlled extension risk.

42

Other Recent Developments

Charter consolidation process.

Effective completion remains on target for the second half of 2005.

Minimal client impact – seamless transition to date. Adoption of common deposit product set expected to reduce funding costs and strengthen controls.

Sarbanes-Oxley compliance activities.

Year-long key priority across entire enterprise. Significant application of both effort and resources –external costs of $6.2 million incurred in 2004.

43

Other Recent Developments

IRS Notice of Proposed Adjustment (NPA).

Received in November 2004 – challenged deductibility of merger-related expenses of $34 million taken in 2000 and 2001.

Extensive internal analysis undertaken with assistance of outside advisors and legal counsel.

Based upon that analysis and input from advisors, no tax expense related to this matter was recorded in Q4 2004.

Cooperative conversations continue with IRS – final resolution currently anticipated prior to year-end 2005.

44

Other Recent Developments

Outstanding contingent convertible debt (“CODES”).

In mid-November 2004, GBBK announced its intention to exchange existing CODES to address impact of EITF 04-8 on EPS calculations.

Exchange was delayed as a result of IRS NPA. In February 2005, GBBK announced termination of exchange plan as consequence of:

Changes in interest rate environment and GBBK stock price.

Probability of March 2006 put exercise by CODES investors.

Relative cost of exchange process.

45

Other Recent Developments

Retirement of directors.

In February 2005, the Company announced the retirement of seven directors.

Reducing the Board from 19 to 12 directors. Orderly and logical consequence of charter consolidation action.

Determined by Board’s governance process to result in more effective, efficient, and cost-sensitive operation. And consistent with national trends in this area.

46

Quality Management

47

Experienced and Committed Management Team

Officer Name Experience

Chief Executive Officer Byron A. Scordelis Wells Fargo, Bank of America,

EurekaBank

Chief Financial Officer James S. Westfall Bank of America

Chief Risk Officer Kenneth Shannon Cal Fed, OTS

Human Resources Peggy Hiraoka Stanford University, Bank of

America, EurekaBank

Community Banking Colleen M. Anderson Wells Fargo

Specialty Finance Keith Wilton Wells Fargo, ATT Capital

Insurance Brokerage Frederick J. de Grosz Co-Founder – ABD Insurance

48

Focus on the Future

49

Key Objectives for 2005

Restore and drive top-line revenue growth.

Quality loan and deposit growth in target product types and client profiles.

Acceleration of insurance and other fee revenue sources.

Redoubled focus on pricing disciplines to optimize net interest margin.

With focus on relationships at the core of our model.

Achieve and sustain increased cost efficiency.

Rationalize responsibilities and structures. Realize growth without added recurring cost.

50

Key Objectives for 2005

Pursue expansion of all existing business lines.

Via acquisition and/or de novo actions. As reaffirmation of core strategic objectives.

Be regarded as “best of breed” in all control endeavors.

Regulatory, compliance, accounting, SOX, and enterprise-wide risk management.

Portfolio concentration and credit quality metrics. Proactive interest-rate risk management.

Be an active force for positive change in the communities that we serve.

51

Outlook for 2005

Loan growth – based on the current forecast of moderate economic growth in our primary market area, we anticipate future loan portfolio growth in the low to mid-single digits.

Deposit growth – we anticipate future core deposit growth in the mid-single digits. We intend to adjust our use of institutional time deposits and other non-relationship funding sources to meet funding needs not satisfied by core deposit and capital funding sources.

Credit quality – based on our continued aggressive credit risk management and the current economic outlook, we anticipate future net charge-offs from 40 basis points to 50 basis points of average loans outstanding.

Net interest margin – based on balance sheet trends and the rate sensitivity of the Company’s assets and liabilities, we expect the margin to fluctuate between 4.35% and 4.50%.

52

Focus on Shareholder Value

53

Long Term Share Price Appreciation 11/27/96 – 12/31/04

800% 600% 400% 200% 0%

GBBK S&P Bank Index S&P 500 Nasdaq Bank Index

‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04

541% 254% 172% 160%

54

EX-99.2

Exhibit 99.2

Press Release dated March 7, 2005 re conference participation

For Information Contact
At Greater Bay Bancorp:	At Silverman Heller Associates:
Byron A. Scordelis, President and CEO (650) 838-6101	Philip Bourdillon/Gene Heller (310) 208-2550
James S. Westfall, EVP and CFO (650) 838-6108

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP TO ATTEND SANDLER O’NEILL & PARTNERS WEST COAST FINANCIAL SERVICES CONFERENCE

PALO ALTO, Calif. – March 7, 2005 – Greater Bay Bancorp (Nasdaq:GBBK), a $6.9 billion in assets financial services holding company, announced that Byron A. Scordelis, President and Chief Executive Officer, and James S. Westfall, Executive Vice President and Chief Financial Officer, will participate in the West Coast Financial Services Conference sponsored by Sandler O’Neill & Partners, L.P. on March 10, 2005 at 11:30 a.m. PST.

The conference will be accessible live via the Internet through Sandler O’Neill & Partners’ website at http://www.sandleroneill.com during the conference and for 30 days following the conference. Persons interested in listening to the conference should go to the website 15 minutes prior to the start of the conference to register as it may be necessary to download audio software to hear the presentation.

You may also listen to the conference by telephone by dialing (800) 239-8730 and referencing “Sandler O’Neill Conference Session I.” Slides of Greater Bay Bancorp’s presentation on Form 8-K may be accessed through the Company’s website at http://www.gbbk.com or the SEC’s website at http://www.sec.gov.

About Greater Bay Bancorp

Greater Bay Bancorp, a diversified financial services holding company, provides community banking services in the Greater San Francisco Bay Area through its community banking organization, including Bank of Petaluma, Bank of Santa Clara, Bay Area Bank, Bay Bank of Commerce, Coast Commercial Bank, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt. Diablo National Bank, Peninsula Bank of Commerce and San Jose National Bank. Nationally, Greater Bay Bancorp provides specialized lending and loan services through its specialty finance group, which includes Matsco, CAPCO and Greater Bay Capital. ABD Insurance and Financial Services, the Company’s insurance brokerage subsidiary provides commercial insurance brokerage, employee benefits consulting and risk management solutions to business clients throughout the United States.

For additional information and press releases about Greater Bay Bancorp, visit the Company’s web site at http://www.gbbk.com.

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 its Annual Report on Form 10-K for the year ended December 31, 2003, and particularly the discussion of risk factors within such documents.

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