Rule 425
Filer: Greater Bay Bancorp
Issuer: Greater Bay Bancorp
Commission File Number: 0-25034
For Information Contact
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At Greater Bay Bancorp: At The Financial Relations Board:
David L. Kalkbrenner Christina Carrabino (general information)
President and CEO Stephanie Mishra (analyst contact)
(650) 614-5767 (415) 986-1591
Steven C. Smith
EVP, CAO and CFO
(650) 813-8222
FOR IMMEDIATE RELEASE
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GREATER BAY BANCORP EXPECTS TO MEET
CONSENSUS EARNINGS ESTIMATES FOR THIRD QUARTER
--Schedules Third Quarter 2001 Earnings Release And Conference Call--
PALO ALTO, CA, October 8, 2001 -- Greater Bay Bancorp (Nasdaq: GBBK), a
financial services holding company, announced that it will broadcast its third
quarter 2001 earnings conference call live via the Internet on Wednesday,
October 17, 2001.
The Company also reported that it expects third quarter 2001 core and net
earnings per share of $0.48, which is in line with First Call analysts'
consensus estimates. The Company also reaffirmed that, based on current market
and economic conditions, it anticipates its full year core earnings, exclusive
of one-time costs related to the merger of SJNB Financial Corp. and other
nonrecurring items, to meet the First Call analysts' consensus estimates.
David L. Kalkbrenner, President and Chief Executive Officer of Greater Bay
Bancorp, commented, "The anticipated third quarter earnings remain consistent
with the guidance we published in June of this year at the time we announced our
pending merger with SJNB Financial Corp. Because of that merger, we suspended
our stock repurchase program so that we could account for the merger as a
pooling-of-interests. Although the SEC granted some emergency exemptions from
the pooling requirements, other SEC rules prevent us from resuming our stock
repurchase program as we are in the middle of soliciting proxies for the
shareholder meetings to vote on the merger. If not for the status of the merger,
we would likely be in the market purchasing our stock, since, at current levels,
we believe it would make an excellent investment for us."
A press release outlining the third quarter financial results will be
distributed at 5:45 am PDT on October 17, 2001. The conference call will begin
at 8:00 am PDT on October 17, 2001 and will last for approximately one hour.
-more-
Greater Bay Bancorp Expects to Meet Consensus Earnings Estimates for Third
Quarter
October 8, 2001
Page 2
Investors have the opportunity to listen to the conference call live over the
Internet through Street Events, Inc., at http://www.streetevents.com. Investors
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should go to the StreetEvents Web site 15 minutes prior to the start of the
call, as it may be necessary to download audio software to hear the conference
call. To do so, investors should click on the Windows Media Player icon at the
bottom of the screen and follow directions from there. A replay of the
conference call will be available on the StreetEvents Web site for 30 days and
via telephone through October 24, 2001 by dialing 703-925-2435, passcode
5587068.
Greater Bay Bancorp's corporate press releases are available on the Company's
Web site at http://www.gbbk.com.
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Greater Bay Bancorp through its ten subsidiary banks, 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 and Peninsula Bank of Commerce, along with its operating
divisions, serves clients throughout Silicon Valley, San Francisco, the San
Francisco Peninsula, the East Bay Region, the North Bay Region and the Central
Coastal Region.
Safe Harbor
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 loan charge-offs, rate of
loan loss reserve to total loans, growth in loans, deposits and assets,
continued success of its Super Community Banking strategy 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, the Company's ability to continue its internal growth at
historical rates, the Company's ability to maintain its net interest spread, and
the quality of the Company's earning assets; (2) any difficulties that may be
encountered in integrating newly acquired businesses and in realizing operating
efficiencies; (3) government regulation; (4) the risks relating to the Company's
warrant positions; and (5) 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, 2000.
Greater Bay Bancorp has filed a registration statement on Form S-4 (Reg. No.
333-68336) with the SEC in connection with the proposed merger with SJNB
Financial Corp. The registration statement includes a prospectus/proxy statement
which was sent to shareholders of Greater Bay Bancorp and SJNB Financial Corp.
seeking their approval of the proposed merger. The registration statement can be
obtained at the Internet World Wide Web site maintained by the SEC at
"http://www.sec.gov."
Greater Bay Bancorp Expects to Meet Consensus Earnings Estimates for Third
Quarter
October 8, 2001
Page 2
For investor information on Greater Bay Bancorp at no charge, call our automated
shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code
GBBK. For international access, dial 1-201-432-6555.
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