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): March 12, 2002
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.
On March 12, 2002, Greater Bay Bancorp (the "Registrant") consummated its
acquisition of Alburger, Basso, deGrosz Insurance Services, Inc. ("ABD")
pursuant to an Amended and Restated Agreement and Plan of Merger and
Reorganization, dated as of March 11, 2002 (the "Agreement"), providing for the
initial merger of ABD Acquisition Corp., a wholly owned subsidiary of the
Registrant, with and into ABD (the "Merger") . As a result of the Merger, ABD
became a wholly owned subsidiary of the Registrant. Prior to December 31, 2002,
a second merger will occur in which ABD will merge with and into ABD Insurance
and Financial Services (formerly known as GBBK Corp.), also a wholly owned
subsidiary of the Registrant.
The Registrant issued a press release announcing completion of the Merger
on March 12, 2002, a copy of which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
Exhibits
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2.1 Amended and Restated Agreement and Plan of Merger and Reorganization, dated
as of March 11, 2002, by and among Greater Bay Bancorp, Alburger, Basso,
deGrosz Insurance Services, Inc., ABD Acquisition Corp. and ABD Insurance
and Financial Services
99.1 Press Release issued March 12, 2002
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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: March 14, 2002 By: /s/ Linda M. Iannone
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Linda M. Iannone
Senior Vice President and General
Counsel
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Exhibit Index
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2.1 Amended and Restated Agreement and Plan of Merger and Reorganization, dated
as of March 11, 2002, by and among Greater Bay Bancorp, Alburger, Basso,
deGrosz Insurance Services, Inc., ABD Acquisition Corp. and ABD Insurance
and Financial Services
99.1 Press Release issued March 12, 2002