content: <PAGE>
  
                 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):  July 21, 2000
  
  
  
                                   GREATER BAY BANCORP
              (Exact name of registrant as specified in its charter)
  
                CALIFORNIA                           77-0387041
       (State or other jurisdiction of              (IRS Employer
       incorporation or organization)             Identification No.)
  
                          COMMISSION FILE NUMBER:  0-25034
  
               2860 WEST BAYSHORE ROAD, PALO ALTO, CALIFORNIA 94303
       (Address of principal executive offices)         (Zip Code)
  
                                  (650) 813-8200
               (Registrant's telephone number, including area code)
  <PAGE>
  
  ITEM 5.  OTHER ITEMS.
  
       On July 21, 2000, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of Bank of Santa Clara which was accounted for as a pooling-of-
  interests. Shareholders of Bank of Santa Clara received 0.8499 shares of the
  Registrant's Common Stock for each outstanding share of Bank of Santa Clara
  Common Stock. A total of approximately 2,001,000 shares were issued in the
  transaction.
  
       The supplemental consolidated financial statements filed herewith have been
  prepared accounting for the merger using the pooling-of-interests method of
  accounting.  Upon publication of the Company's financial statements for a period
  which includes July 21, 2000, these supplemental consolidated financial
  statements will become the historical financial statements of the Company.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  EXHIBIT
    NO.                  EXHIBITS
  -------                --------
  
  23.1  Consent of PricewaterhouseCoopers LLP
  
  27.1  Restated Financial Data Schedules for the three months ended March 31,
        2000 (included in electronic filing through EDGAR)
  
  27.2  Restated Financial Data Schedules for the three months ended March 31,
        1999 and the six months ended June 30, 1999 (included in electronic
        filing through EDGAR)
  
  27.3  Restated Financial Data Schedules for the nine months ended September 30,
        1999 and the three months ended March 31, 1998 (included in electronic
        filing through EDGAR)
  
  27.4  Restated Financial Data Schedules for the six months ended June 30, 1998
        and June the nine months ended September 30, 1998 (included in electronic
        filing through EDGAR)
  
  27.5  Restated Financial Data Schedules for the years ended December 31, 1999
        and 1998 (included in electronic filing through EDGAR)
  
  27.6  Restated Financial Data Schedules for the year ended December 31, 1997
        (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Years Ended December 31, 1999, 1998 and 1997:
  
        Selected Financial Data
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of December 31, 1999 and 1998
        Supplemental Consolidated Statements of Operations for the Years Ended
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Comprehensive Income for the Years
        Ended December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Shareholders' Equity for the Years
        Ended December 31,
  
                                                                                 2
  <PAGE>
  
        1999, 1998 and 1997
        Notes to Supplemental Consolidated Financial Statements
        Report of Independent Accountants
  
  99.2  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Quarters Ended March 31, 2000 and 1999:
  
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of March 31, 2000 and
        December 31, 1999
        Supplemental Consolidated Statements of Operations for the Quarters Ended
        March 31, 2000 and 1999
        Notes to Supplemental Consolidated Financial Statements
  
                                                                                 3
  <PAGE>
  
                                     SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS  OF THE SECURITIES AND EXCHANGE ACT OF 1934,
  AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
  THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
  
  GREATER BAY BANCORP
  (REGISTRANT)
  
  BY:
  
  /s/ Steven C. Smith
  -------------------
  Steven C. Smith
    Executive Vice President, Chief Administrative Officer and
    CHIEF FINANCIAL OFFICER
  
  
  
  DATE:  JULY 25, 2000
  
                                                                                 4
  <PAGE>
  
                                   EXHIBIT INDEX
  
  EXHIBITS.
  
  23.1  Consent of PricewaterhouseCoopers LLP
  
  27.1  Restated Financial Data Schedules for the three months ended March 31,
        2000 (included in electronic filing through EDGAR)
  
  27.2  Restated Financial Data Schedules for the three months ended March 31,
        1999 and the six months ended June 30, 1999 (included in electronic
        filing through EDGAR)
  
  27.3  Restated Financial Data Schedules for the nine months ended September 30,
        1999 and the three months ended March 31, 1998 (included in electronic
        filing through EDGAR)
  
  27.4  Restated Financial Data Schedules for the six months ended June 30, 1998
        and the nine months ended September 30, 1998 (included in electronic
        filing through EDGAR)
  
  27.5  Restated Financial Data Schedules for the years ended December 31, 1999
        and 1998 (included in electronic filing through EDGAR)
  
  27.6  Restated Financial Data Schedules for the year ended December 31, 1997
        (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Years Ended December 31, 1999, 1998 and 1997:
  
        Selected Financial Data
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of December 31, 1999 and 1998
        Supplemental Consolidated Statements of Operations for the Years Ended
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Comprehensive Income for the Years
        Ended December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Shareholders' Equity for the Years
        Ended December 31, 1999, 1998 and 1997
        Notes to Supplemental Consolidated Financial Statements
        Report of Independent Accountants
  
  99.2  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Quarters Ended March 31, 2000 and 1999:
  
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of March 31, 2000 and
        December 31, 1999
        Supplemental Consolidated Statements of Operations for the Quarters Ended
        March 31, 2000 and 1999
        Notes to Supplemental Consolidated Financial Statements
  
                                                                                 5
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K FOR THE PERIOD ENDED 7/21/2000", "secsgml_size_bytes": 7398}]
metadata_filer: {"company-data": {"conformed-name": "GREATER BAY BANCORP", "cik": "0000775473", "assigned-sic": "6021", "irs-number": "770387041", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25034", "film-number": "679324"}, "business-address": {"street1": "2860 WEST BAYSHORE ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4153751555"}, "mail-address": {"street1": "2860 BAYSHORE ROAD", "street2": "420 COWPER ST", "city": "PALO ALTO", "state": "CA", "zip": "943011504"}, "former-company": [{"former-conformed-name": "MID PENINSULA BANCORP", "date-changed": "19941031"}, {"former-conformed-name": "SAN MATEO COUNTY BANCORP", "date-changed": "19920703"}]}
text: 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):  July 21, 2000
  
                                   GREATER BAY BANCORP
              (Exact name of registrant as specified in its charter)
  
                CALIFORNIA                           77-0387041
       (State or other jurisdiction of              (IRS Employer
       incorporation or organization)             Identification No.)
  
                          COMMISSION FILE NUMBER:  0-25034
  
               2860 WEST BAYSHORE ROAD, PALO ALTO, CALIFORNIA 94303
       (Address of principal executive offices)         (Zip Code)
  
                                  (650) 813-8200
               (Registrant's telephone number, including area code)
  ITEM 5.  OTHER ITEMS.
  
       On July 21, 2000, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of Bank of Santa Clara which was accounted for as a pooling-of-
  interests. Shareholders of Bank of Santa Clara received 0.8499 shares of the
  Registrant's Common Stock for each outstanding share of Bank of Santa Clara
  Common Stock. A total of approximately 2,001,000 shares were issued in the
  transaction.
  
       The supplemental consolidated financial statements filed herewith have been
  prepared accounting for the merger using the pooling-of-interests method of
  accounting.  Upon publication of the Company's financial statements for a period
  which includes July 21, 2000, these supplemental consolidated financial
  statements will become the historical financial statements of the Company.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  EXHIBIT
    NO.                  EXHIBITS
  -------                --------
  
  23.1  Consent of PricewaterhouseCoopers LLP
  
  27.1  Restated Financial Data Schedules for the three months ended March 31,
        2000 (included in electronic filing through EDGAR)
  
  27.2  Restated Financial Data Schedules for the three months ended March 31,
        1999 and the six months ended June 30, 1999 (included in electronic
        filing through EDGAR)
  
  27.3  Restated Financial Data Schedules for the nine months ended September 30,
        1999 and the three months ended March 31, 1998 (included in electronic
        filing through EDGAR)
  
  27.4  Restated Financial Data Schedules for the six months ended June 30, 1998
        and June the nine months ended September 30, 1998 (included in electronic
        filing through EDGAR)
  
  27.5  Restated Financial Data Schedules for the years ended December 31, 1999
        and 1998 (included in electronic filing through EDGAR)
  
  27.6  Restated Financial Data Schedules for the year ended December 31, 1997
        (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Years Ended December 31, 1999, 1998 and 1997:
  
        Selected Financial Data
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of December 31, 1999 and 1998
        Supplemental Consolidated Statements of Operations for the Years Ended
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Comprehensive Income for the Years
        Ended December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Shareholders' Equity for the Years
        Ended December 31,
  
                                                                                 2
  1999, 1998 and 1997
        Notes to Supplemental Consolidated Financial Statements
        Report of Independent Accountants
  
  99.2  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Quarters Ended March 31, 2000 and 1999:
  
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of March 31, 2000 and
        December 31, 1999
        Supplemental Consolidated Statements of Operations for the Quarters Ended
        March 31, 2000 and 1999
        Notes to Supplemental Consolidated Financial Statements
  
                                                                                 3
  SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS  OF THE SECURITIES AND EXCHANGE ACT OF 1934,
  AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
  THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
  
  GREATER BAY BANCORP
  (REGISTRANT)
  
  BY:
  
  /s/ Steven C. Smith
  -------------------
  Steven C. Smith
    Executive Vice President, Chief Administrative Officer and
    CHIEF FINANCIAL OFFICER
  
  DATE:  JULY 25, 2000
  
                                                                                 4
  EXHIBIT INDEX
  
  EXHIBITS.
  
  23.1  Consent of PricewaterhouseCoopers LLP
  
  27.1  Restated Financial Data Schedules for the three months ended March 31,
        2000 (included in electronic filing through EDGAR)
  
  27.2  Restated Financial Data Schedules for the three months ended March 31,
        1999 and the six months ended June 30, 1999 (included in electronic
        filing through EDGAR)
  
  27.3  Restated Financial Data Schedules for the nine months ended September 30,
        1999 and the three months ended March 31, 1998 (included in electronic
        filing through EDGAR)
  
  27.4  Restated Financial Data Schedules for the six months ended June 30, 1998
        and the nine months ended September 30, 1998 (included in electronic
        filing through EDGAR)
  
  27.5  Restated Financial Data Schedules for the years ended December 31, 1999
        and 1998 (included in electronic filing through EDGAR)
  
  27.6  Restated Financial Data Schedules for the year ended December 31, 1997
        (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Years Ended December 31, 1999, 1998 and 1997:
  
        Selected Financial Data
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of December 31, 1999 and 1998
        Supplemental Consolidated Statements of Operations for the Years Ended
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Comprehensive Income for the Years
        Ended December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Shareholders' Equity for the Years
        Ended December 31, 1999, 1998 and 1997
        Notes to Supplemental Consolidated Financial Statements
        Report of Independent Accountants
  
  99.2  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Quarters Ended March 31, 2000 and 1999:
  
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheet as of March 31, 2000 and
        December 31, 1999
        Supplemental Consolidated Statements of Operations for the Quarters Ended
        March 31, 2000 and 1999
        Notes to Supplemental Consolidated Financial Statements
  
                                                                                 5