8-K

UNITED STATES

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 30, 2006

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, 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”) presented a slide presentation at its annual meeting of shareholders on May 30, 2006. The slide presentation is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K pursuant to Regulation FD.

Item 9.01 Financial Statements and Exhibits.

99.1 Slide presentation of Greater Bay Bancorp presented at annual meeting of shareholders on May 30, 2006 (furnished pursuant to Regulation FD)

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: May 30, 2006	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 presented at the annual meeting of shareholders on May 30, 2006

EX-99.1

Exhibit 99.1

Slide Presentation of Greater Bay Bancorp Presented

At Annual Meeting of Shareholders on May 30, 2006

1

Greater Bay Bancorp

Greater Bay Bancorp

2006 Annual Meeting of Shareholders

2006 Annual Meeting of Shareholders

May 30, 2006

May 30, 2006

2

Greater Bay Bancorp

Greater Bay Bancorp

Certain

matters

discussed

in

this

presentation

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

local,

national

and

international

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)

government

regulation,

including

ABD’s

receipt

of

requests

for

information

from

state

insurance

commissioners

and

subpoenas

from

state

attorneys

general

related

to

the

ongoing

insurance

industry-wide

investigations

into

contingent

commissions

and

override

payments;

and

(3)

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,

2005.

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.

3

Company Profile

Company Profile

As of March 31, 2006

As of March 31, 2006

$4.5 billion

Core Loans (1)

1.47% / 15.42%

Q1 ROA / ROCE

$1.46 billion

Market Capitalization (3)

$690 million

Common Equity

50.3 million

Common Shares Outstanding

$0.46

Q1 Diluted EPS

$25.9 million

Q1 Net Income

$4.5 billion

Core Deposits (2)

$7.1 billion

Total Assets

(1)

Excludes purchased loans

(2)

Excludes brokered and wholesale institutional deposits

(3)

As of May 25, 2006

4

Framework for My Comments

Framework for My Comments

•

•

Why be an investor in Greater Bay?

Why be an investor in Greater Bay?

•

•

Who are we?  What are we all about?

Who are we?  What are we all about?

•

•

What is the essence of our business strategy?

What is the essence of our business strategy?

•

•

How are we doing?

How are we doing?

•

•

How are we seeking to build for the future?

How are we seeking to build for the future?

5

Investment Rationale

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.

•

Reduces spread income dependence.

6

Investment Rationale

Investment Rationale

•

Strong financial fundamentals and sound credit metrics.

•

Experienced and proven executive management team.

•

Leading to expectation of superior long-term shareholder

return.

7

“It’s Personal …

“It’s Personal …

It’s Business”

It’s Business”

•

Our

business

is

all

about

personal

relationships.

•

Relationships

with

our

clients,

our

communities,

our

shareholders,

and

each

other.

•

And

about

serving

the

“sweet

spot”

between

the

impersonal

scale

of

the

mega-banks

(and

mega-brokers)

and

the

limited

capabilities

and

resources

of

smaller

competitors.

•

Our

founding

beliefs

are

simple,

strong,

and

lasting.

8

Our Guiding Principles

Our Guiding Principles

•

We

understand

that

we

work

for

our

shareholders.

•

We

believe

that

we

have

no

divine

right

to

exist.

•

We

believe

that

the

essence

of

success

in

financial

services

is

responsibly

assessing

and

bearing

risk.

•

We

believe

that

selling

money

(or

commercial

insurance)

is

merely

a

commodity

business

while

providing

consistently

exceptional

client

service

is

a

value

business.

•

We

believe

that

the

most

efficient

competitor

sets

the

standard

for

all

others.

9

Our Guiding Principles

Our Guiding Principles

•

We understand that our future is only as strong as the

communities that we serve.

•

We believe in the importance of our people.

•

In hiring, developing, recognizing, rewarding, and

respecting them in our quest to attract and build the

very best team possible.

•

We believe in the power of relationships.

10

Diversified Financial Services

Diversified Financial Services

Provider

Provider

11

“We Are Far More Than Meets the Eye…”

“We Are Far More Than Meets the Eye…”

Loans of $3.0 billion

Core deposits of $4.4 billion

12 distinct community

bank brands

40 offices

Relationship based

Centralized operations,

international and cash

management support

Regional in scope

Regional

Community Banking

Assets of $1.6 billion

Commercial finance to

health care businesses

Small ticket leasing

Factoring and asset

based lending

SBA lending

National in scope

Specialty Finance

Annual premiums

of $2.2 billion

2005 annual revenues

of $154 million*

Offering P&C and D&O,

employee benefits, risk

management services

No underwriting risk

Western U.S. in scope

Insurance Brokerage

Trust and private

banking

AUM in excess of $650

million

Regional in scope

Wealth Management

Greater Bay Bancorp

* Includes Lucini/Parish which was acquired May, 2005.

12

13

14

15

Regional Community Banking

Regional Community Banking

16

Regional Community Banking Business

Regional Community Banking Business

•

Operating

12

separate

business

identities

under

single

national

banking

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.

•

Relationship

focused:

•

Commercial

($500M-5MM),

CRE

($1-10MM),

and

construction

($1-10MM)

credit

opportunities.

•

Full

suite

of

business

and

personal

deposit

products.

•

Based

upon

a

strategic

belief

that

local

people

in

local

markets

making

local

decisions

based

upon

local

knowledge

will

lead

to

sustainably

superior

returns.

17

Greater Bay Community Banking -

Greater Bay Community Banking -

Today

Today

18

Community Banking Group Profile

Community Banking Group Profile

Note:  Figures shown as of 03/31/06.

Total Loans:       $3.0 billion

Core Deposits:   $4.4 billion

Mid-Peninsula Bank

Peninsula Bank of

Commerce

Bay Area Bank

Peninsula/

San

Mateo

County

Cupertino National

Bank

San Jose National

Bank

Bank of Santa Clara

Santa Clara

County

Golden Gate Bank

Greater Bay Bank-

Marin

San Francisco/

Marin Counties

Bay Bank of

Commerce

Greater Bay Bank-

Fremont

Alameda

County

Mt. Diablo National

Bank

Greater Bay Bank-

Walnut Creek

Contra Costa

County

Coast Commercial

Bank

Greater Bay Bank-

Carmel

Santa Cruz/

Monterey

Counties

Bank of Petaluma

Sonoma

County

Community

Banking

Group

19

Greater San Francisco Bay Area Profile

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.

20

Bay Area Office Market

Bay Area Office Market

Rental and Vacancy Trends

Rental and Vacancy Trends

Source: BT Commercial

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

1999

2000

2001

2002

2003

2004

2005

Q1 '06

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

Avg Rent

Vacancy

21

Client-Centric Banking Model

Client-Centric Banking Model

Install

Sell

Service

Craft

Locate and

Diagnose

1

5

4

2

3

Client

Link and

Build

6

Relationship

Management

Business

Development

22

Core Deposit Balances

Core Deposit Balances

(1)

(1)

$4.43

$4.56

$4.81

$4.56

$4.47

$0.00

$2.00

$4.00

$6.00

2002

2003

2004

2005

Q1 '06

($ in Billions)

(1) Core deposits exclude brokered and wholesale institutional deposits.

23

Core Loan Balances

Core Loan Balances

$4.52

$4.84

$4.56

$4.47

$4.49

$4.50

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

2001

2002

2003

2004

2005

Q106

24

Cumulative Changes in GBBK Loan Portfolio

12/31/03 to 12/31/05

-300

-200

-100

0

100

200

300

$ Millions

Total Loans*

Commercial

Construction

CRE

Matsco & GBC

25

Construction Loan Portfolio

Construction Loan Portfolio

2002 vs. 2006

2002 vs. 2006

December 31, 2002

March 31, 2006

1-4 SFR

38%

Multifamily

18%

Office

29%

Industrial

1%

Self Storage

3%

Retail

2%

Other

9%

Total -

$557 Million

Total -

$560 Million

1-4 SFR

48%

Multifamily

32%

Office

7%

Retail

4%

Land

2%

Self Storage

2%

R&D

2%

Other

3%

26

Construction Loan Portfolio Composition

Construction Loan Portfolio Composition

As of March 31,  2006

As of March 31,  2006

By County

Total -

$560 Million

Santa Clara

27%

San

Francisco

15%

San Mateo

14%

Alameda

9%

Santa Cruz

8%

Contra Costa

7%

Sacramento

4%

San Diego

3%

Other

5%

Marin

2%

Solano

2%

Monterey

2%

Sonoma

2%

27

40%

15%

20%

19%

6%

< 60%

60-65%

65-70%

70-75%

75-80%

By LTV

By Total Commitment Size

Total -

$468 Million

1-4 Family Construction Loan Portfolio Commitments

1-4 Family Construction Loan Portfolio Commitments

As of 03/31/06

As of 03/31/06

47%

19%

10%

8%

7%

9%

Under $5MM

$5-10MM

$10-15MM

$15-20MM

$20-25MM

Over $25MM

28

Term Commercial Real Estate

Term Commercial Real Estate

Portfolio Composition

Portfolio Composition

As of March 31, 2006

As of March 31, 2006

Office

36%

Retail

21%

Industrial

16%

Warehouse

6%

Self Storage

2%

Other

10%

R&D

4%

Hotel/Motel

5%

San Mateo

10%

San

Francisco

8%

Contra Costa

7%

Marin

6%

Santa Cruz

5%

Sonoma

7%

Monterey

2%

Other

8%

Alameda

14%

Santa Clara

33%

By Type

By County

Total -

$1.4 Billion

29

Specialty Finance

Specialty Finance

30

Specialty Finance Business

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.

31

Specialty Finance Group Profile

Specialty Finance Group Profile

Note: Figures as of 03/31/06.

Total Assets:       $1.6 billion

Professional dental

and veterinary term

commercial financing

National in scope

Matsco

Small-ticket leasing

National in scope

Greater Bay

Capital

Factoring and asset-

based lending

National in scope

Greater Bay

Business

Funding

504 and 7(A) business

sourced direct and via

community banks

Regional in scope

SBA

Lending

Start-up venture aimed

at brokering or retaining

high quality SFD REL

Regional in scope

Residential

Mortgage

Lending

Specialty

Finance

Group

32

Specialty Finance Group Loan Growth

Specialty Finance Group Loan Growth

By Business Line

By Business Line

$1,457

29

255

108

180

$885

12/31/05

17%

$207

$1,250

Group Total

NM

29

0

Residential Lending

12%

26

228

SBA Lending

2%

2

106

Greater Bay Funding

38%

49

131

Greater Bay Capital

(1)

13%

$100

$785

Matsco

% Growth

Change

12/31/04

($ in Millions)

(1) Excludes operating lease totals of $66 million at 12/31/05 and $57 million at 12/31/04.

33

Specialty Finance Asset Growth

Specialty Finance Asset Growth

1/1/01 to 12/31/05

1/1/01 to 12/31/05

$601

$861

$926

$1,078

$1,239

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

2001

2002

2003

2004

2005

($ in Millions)

* Excludes SBA and residential real estate lending totals.

20% CAGR

34

Commercial Insurance

Commercial Insurance

Brokerage

Brokerage

35

Commercial Insurance Services Business

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 15

th

largest in the nation.

(1)

•

And 4

th

largest bank-owned firm in the country.

•

Diversified property and casualty (65%) and employee

benefit (35%) revenue streams.

(1) Source: Business Insurance Magazine –

July 18, 2005

36

•

Key strengths in technology, biotech, wine, construction,

and agribusiness industry sectors.

•

Strategic focus on disciplined expansion (via organic growth

and acquisitions) 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.

•

Completed acquisition of highly regarded Lucini/Parish

firm in Nevada –

May 1, 2005.

Commercial Insurance Services Business

Commercial Insurance Services Business

37

Commercial Insurance Services Group

Commercial Insurance Services Group

2005 Premium Volume:  $2.2 billion  

2005 Commission & Fee Revenue:  $154 million*

*Includes Lucini/Parish which was acquired May, 2005.

Bay Area

Sacramento

Los Angeles/

Southern CA

Seattle

Reno

ABD Insurance and

Financial Services

Additional Major

Western Regional

Markets

38

Commercial Insurance Brokerage Revenues

Commercial Insurance Brokerage Revenues

1/1/02 to 12/31/05

1/1/02 to 12/31/05

$106

$119

$132

$157

$0

$20

$40

$60

$80

$100

$120

$140

$160

$180

2002

2003

2004

2005

($ in Millions)

14% CAGR

39

Increased Non-Interest Revenue Contribution*

Increased Non-Interest Revenue Contribution*

*  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. 

18%

13%

25%

12%

28%

12%

32%

12%

35%

12%

2002

2003

2004

2005

Q1 '06

ABD

Other Fee-Based

40%

31%

37%

44%

47%

40

ABD Geographic Diversification

ABD Geographic Diversification

% of Total Revenue by Location

% of Total Revenue by Location

1/1/05 to 12/31/05

1/1/05 to 12/31/05

North Bay

Nevada

Bay Area

Southern CA/

Central Coast

Sacramento

Seattle

10%

10%

10%

13%

17%

40%

41

ABD Revenue Distribution

ABD Revenue Distribution

By Size of Client Relationship and Business Segment*

By Size of Client Relationship and Business Segment*

1/1/05 to 12/31/05

1/1/05 to 12/31/05

($000’s)

($000’s)

$500-750

4%

Over $750

2%

$5-25

16%

$25-50

14%

$50-100

21%

$250-500

14%

$100-250

29%

Property and Casualty

* Excludes relationships of less than $5,000

Over $750

4%

$500-750

4%

$5-25

15%

$25-50

16%

$50-100

21%

$250-500

12%

$100-250

28%

Employee Benefits

42

Sound Credit Metrics

Sound Credit Metrics

43

Net Charge-Offs

Net Charge-Offs

$54.8

$31.6

$17.7

$11.3

$0.043

$0

$10

$20

$30

$40

$50

$60

$70

2002

2003

2004

2005

Q1 '06

($ in Millions)

44

Net Charge-Offs by Loan Type

Net Charge-Offs by Loan Type

$0

$5

$10

$15

$20

2003

$9.6

$10.3

$5.6

$5.2

$0.9

2004

$6.6

$3.0

$3.0

$4.6

$0.5

2005

$4.6

$0.0

$2.1

$2.7

$1.9

Q1 '06

$0.732

$0.00

$0.298

-$0.910

-$0.077

Matsco

SNC

C & I

CRE &

Construction

Consumer

($ in millions)

45

Non-Performing Assets by Loan Type

Non-Performing Assets by Loan Type

$49

$42

$59

$44

($ in millions)

$53

$88*

$73*

$72*

* Includes single borrowing relationship representing $41.6MM at

6/30/05, $36.6MM at 9/30/05 and $36.8MM 12/31/05.

$33

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

3/31/04

6/30/04

9/30/04

12/31/04

3/31/05

6/30/05

9/30/05

12/31/05

3/31/06

CRE

Const./Land

Commercial

Corp. Finance

Matsco/GBC

All Other

46

Strong Financial Indicators

Strong Financial Indicators

47

Capital Strength

Capital Strength

13.7%

12.5%

10.8%

5.9%

Q1 ‘06

13.3%

14.3%

10.0%

Total Risk-Based Capital

12.0%

13.0%

6.0%

Tier 1 Risk-Based Capital

10.4%

10.7%

5.0%

Leverage Ratio

5.6%

6.1%

n/a

Tangible Common Equity/

Tangible Assets

(1)

2005

2004

Regulatory Well-

Capitalized Standard

Capital Ratios

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

48

Quality Management

Quality Management

49

Experienced and Committed

Experienced and Committed

Management Team

Management Team

Stanford University, Bank of

America, EurekaBank

Peggy Hiraoka

Human Resources

ABD, Minet, COMPRO

Dan R. Francis

Insurance Brokerage

Wells Fargo, ATT Capital

Keith Wilton

Specialty Finance

Wells Fargo

Colleen M. Anderson

Community Banking

Cal Fed, OTS

Kenneth Shannon

Chief Risk Officer

Bank of America

James S. Westfall

Chief Financial Officer

Wells Fargo, Bank of America,

EurekaBank

Byron A. Scordelis

Chief Executive Officer

Experience

Name

Officer

50

2005 Accomplishments of Note

2005 Accomplishments of Note

•

Continuation of solid and quality growth realized in specialty finance

and commercial insurance brokerage businesses.

•

Successful strategic insurance acquisition completed.

•

Expansion of GBC franchise sustained.

•

Community bank charter consolidation and deposit pricing

standardization seamlessly executed.

•

Repositioning of community bank asset portfolio proceeding in concert

with stated objectives.

•

Balance migration from CRE to construction.

•

BDO initiative established and growing.

•

Key

risk

and

control

metrics

favorably

reflect

devotion

of

focus

and

resources.

•

Credit quality trends sustainably strengthening.

•

SOX compliance efforts consistent with control-based ethic.

51

Key Objectives for 2006 and Beyond

Key Objectives for 2006 and Beyond

•

Restore and drive top-line revenue growth.

•

Quality loan and deposit growth in target product types

and client profiles.

•

Focus on C&I, construction, and specialty finance

asset areas.

•

Continued acceleration of insurance and other fee

revenue sources.

•

Redoubled focus on pricing disciplines.

•

Achieve and sustain increased cost efficiency.

•

Rationalize responsibilities and structures.

•

Realize growth without added recurring cost.

52

Key Objectives for 2006 and Beyond

Key Objectives for 2006 and Beyond

•

Pursue

expansion

of

all

existing

business

lines.

•

Be regarded as “best of breed”

in all control endeavors.

•

Regulatory, compliance, accounting, SOX, and

enterprise-wide risk management.

•

Portfolio concentration and credit quality.

•

Interest rate risk management.

•

Be an active force for positive change in the communities

that we serve.

53

Outlook for 2006

Outlook for 2006

Our full year guidance for 2006 is as follows:

•

Core Loan Growth –

based on the current forecast of moderate economic growth

in our primary market area coupled with a planned increase in our lending and

relationship

management

staff,

we

anticipate

core

loan

portfolio

growth

in

the

mid

to

high

single

digit

range,

with

this

growth

concentrated

in

the

second

half

of

the

year.

•

Core Deposit Growth –

we anticipate core deposit growth in the low single digits,

and 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 net charge-offs from 15 basis points

to 25 basis points of average loans outstanding. 

•

Net Interest Margin –

based on the Company’s anticipated core loan and deposit 

growth and  its slightly net asset interest rate sensitivity position, we expect the

margin to fluctuate in the 4.20% to 4.40% range.

54

Focus on Shareholder Value

Focus on Shareholder Value

55

GBBK Share Price Performance

GBBK Share Price Performance

0%

100%

200%

300%

400%

500%

600%

700%

800%

GBBK

S&P Bank Index

S&P 500

Nasdaq Bank Index

56

Greater Bay Bancorp

Greater Bay Bancorp

2006 Annual Meeting of Shareholders

2006 Annual Meeting of Shareholders

May 30, 2006

May 30, 2006