================================================================================
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, 2000 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
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, 2001 By: /s/ Kimberly S. Burgess
-----------------------
Kimberly S. Burgess
Senior Vice President
Greater Bay Bancorp,
Plan Administrator
Greater Bay Bancorp 401(k) Plan
Financial Statements and Supplemental Schedule
December 31, 2000
Report of Independent Accountants
To the Participants and Administrator of
Greater Bay Bancorp 401(k) Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Greater Bay Bancorp (the "Plan") at December 31, 2000 and 1999, and the
changes in net assets available for benefits for the year ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States of America. 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 auditing standards generally accepted in the
United States of America, 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 our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
San Francisco, California
June 22, 2001
Greater Bay Bancorp 401(k) Plan
Statements of Net Assets Available for Benefits
As of December 31, 2000 and 1999
-----------------------------------------------------------------------------
2000 1999
Assets
Investments, at fair market value: $ 27,026,601 $ 17,084,601
Receivables
Employer contributions 381,705 257,843
Participant contributions 428,391 67,617
Accrued interest and dividends 32,148 43,229
-------------- -------------
Total receivables 842,245 368,689
-------------- -------------
Total assets 27,868,846 17,453,290
-------------- -------------
Liabilities
Total liabilities 0 0
-------------- -------------
Net assets available for benefits $ 27,868,846 $ 17,453,290
============== =============
The accompanying notes are an integral part ofthese financial statements.
2
Greater Bay Bancorp 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2000
--------------------------------------------------------------------------------
2000
--------------
Additions
Additions to net assets attributed to:
Net appreciation in fair value of investments $ 5,060,212
Investment income:
Interest 265,960
Dividends 187,628
-------------
453,588
5,513,800
-------------
Contributions:
Employee 3,453,144
Employer 1,778,451
Rollover 840,932
-------------
6,072,528
-------------
Total additions 11,586,328
-------------
Deductions
Deduction from net assets attributed to:
Distributions to participants 1,170,772
-------------
Net increase in net assets available for benefits 10,415,556
-------------
Net assets available for benefits, beginning of year 17,453,290
-------------
Net assets available for benefits, end of year $ 27,868,846
=============
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
and into Mid-Peninsula Bancorp (Mid-Peninsula) and 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, May 8, 1998, May 21, 1999, October 15, 1999, January
31, 2000, May 18, 2000, July 21, 2000, October 13, 2000, and November 30,
2000, GBB completed its mergers with Peninsula Bank of Commerce (PBC),
Golden Gate Bank (GGB), Bay Area Bank (BAB), Bay Bank of Commerce (BBC),
Mt. Diablo National Bank (MDB), Coast Commercial Bank (CCB), Bank of Santa
Clara (BSC), Bank of Petaluma (BOP), and The Matsco Companies (Matsco),
respectively. The 401(k) plans of PBC, GGB, BAB, BBC, MDB, CCB, BSC, BOP,
and Matsco were not merged with the Plan as of December 31, 2000. As such,
the accompanying financial statements of the Plan do not include any
information as to the PBC, GGB, BAB, BBC, MDB, CCB, BSC, BOP and Matsco
Plans. The PBC plan was frozen upon the date of merger and the GGB, BAB,
BBC, MDB, CCB, BSC, BOP and Matsco Plans were terminated the day before the
merger, and the merged employees of PBC, GGB, BAB, BBC, MDB, CCB, BSC, BOP
and Matsco 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, BAB, BBC, MDB, CCB, BSC, BOP
and Matsco will distribute benefits to participants of their respective
plans upon the receipt of favorable determination letters from the IRS on
the qualification of the terminated Plans. At that time, GGB, BAB, BBC,
MDB, CCB, BSC, BOP and Matsco will permit rollovers from their respective
plans 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, 2000, the subsidiaries consisted of BOP, BSC, BAB, BBC, CCB,
Cupertino National Bank (CNB), GGB, MPB, MDNB, and PBC (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).
Effective December 1, 2000, the Plan assets are held with Wells Fargo
Bank Minnesota, NA Retirement Plan Services (the Trustee) and
recordkeeper . For the period January 1, 2000 to November 30, 2000, the
Plan's assets were held with the Trustee which was Greater Bay Trust
Company (the former trustee), a division of CNB.
4
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
________________________________________________________________________________
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. GBB 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 a participant elects to contribute to the Plan.
Additional company contributions may be made at the discretion of GBB.
The allocation of qualified non-elective contributions is made to the
accounts of only non-highly compensated participants.
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. 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:
Years of Service Percent 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 non-vested 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.
At December 31, 2000, there were no forfeitures.
Investment options
Upon enrollment in the Plan, participants may direct their
contributions at any time in whole percent increments into any of the
following types of investment funds.
. Money market fund - the production of high current income with
liquidity, primarily through government and other money market
fixed income securities.
. Bond fund - principal investment goal of the production of income
through ownership of corporate and governmental debt instruments.
5
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
. Equity fund - principal investment goal of capital appreciation
primarily through the investment in Bank Stock.
. 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.
Investments
Investments representing 5% or more of net assets available for Plan
benefits were as follows:
Identity of Issuer Description of Investments Fair Value
Wells Fargo S&P 500 Stock Registered Investment Company $ 3,811,376
Wells Fargo Asset Allocation Registered Investment Company 6,585,277
Wells Fargo Stable Return Registered Investment Company 1,368,405
Greater Bay Bancorp Common Stock Common stock of Company 13,396,004
----------------
$ 25,161,062
================
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 to 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.
6
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
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 certain assets,
liabilities, 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 risk in
the 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 note 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 (deprecation) 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.
7
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
Tax status
The 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 Administrator 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.
5. Subsequent Events
On June 25, 2001, GBB signed a definitive agreement to merge with SJNB
Financial Corporation (SJNB). It is expected that SJNB will terminate 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
SJNB 401(k) plan, GBB will permit rollovers from the SJNB 401(k) plan into
the Plan at the participants' discretion.
6. Request for Compliance Statement
In December of 1999 GBB issued a letter to the IRS constituting a request
for a compliance statement under the Voluntary Compliance Resolution (VCR)
Program, pursuant to Revenue Procedures 94-62 and 98-22.
The request addressed the over and under statement of participant salary
deferral elections, the corresponding effect on employer matching
contributions, and clerical errors that resulted in misstated employer
matching contributions for the 1997 and 1998 plan years. As a result, for
1997 the net understatement of employer match contributions was $6,592. For
1998 there was a net overstatement in employer match contributions of $4,381.
Once the Plan receives notification from the IRS that it has accepted GBB's
correction methodology, the Plan will implement the corrections.
7. Related Party Transactions
One of the investment options of the Plan, Greater Bay Trust, Company
Tactical Asset Allocation Program, was managed by the Greater Bay Trust
Company, the Plan's Trustee during the period from January 1, 2000 to
November 30, 2000. The Greater Bay Trust Company is the trustee as defined by
the Plan and, therefore, these transactions qualify as party-in-interest.
8
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
Effective December 1, 2000, current investment options of the Plan were
managed by the Wells Fargo Bank Minnesota NA Retirement Plan Services, the
trustee as defined by the Plan, and therefore, these transactions qualify
as party-in-interest.
No fees were paid by the Plan to Greater Bay Trust Company or Wells Fargo
Bank Minnesota NA Retirement Plan Services for investment management
services.
8. Concentration of Risk
A portion of the Plan's assets is invested in common stock of Greater Bay
Bancorp. This investment fund represents 47% of the Plan's total assets at
December 31, 2000 and 113% of the Plan's net investment appreciation for
the year ended December 31, 2000.
9
Greater Bay Bancorp 401(k) Plan
Schedule of Assets held for Investment Purposes
As of December 31, 2000
--------------------------------------------------------------------------------
Current
Identity of Issuer Description of Investments value
* Greater Bay Common Stock Common stock of company $ 13,396,004
* AIM Global Bancorp Growth "A" Registered Investment Company 652,819
* WF S&P 500 Stock Registered Investment Company 3,811,376
* WF Bond Index Registered Investment Company 711,200
* WF Asset Allocation Registered Investment Company 6,585,277
* WF Stable Return Registered Investment Company 1,368,405
----------------
Total Investment Portfolio 26,525,081
* Participant notes receivable Loans, secured by balance of vested accounts
7.75% to 11% 501,520
----------------
Total investment portfolio and participant loans $ 27,026,601
================
* Represents party-in-interest to the Plan
10
EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
23.1 Consent of PricewaterhouseCoopers LLP