content: <PAGE>
  
                        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                              (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
  <PAGE>
  
  Item 5.  Other Events.
  
         On July 21, 2000, Greater Bay Bancorp (the "Registrant") consummated its
  acquisition of Bank of Santa Clara ("BSC") pursuant to an Agreement and Plan of
  Reorganization, dated as of January 26, 2000 (the "Agreement"), providing for
  the merger of GBB Merger Corp. ("Newco"), a wholly owned subsidiary of the
  Registrant, with and into BSC (the "Merger").  As a result of the Merger, BSC
  became a wholly owned subsidiary of GBB.
  
         In accordance with the Agreement, former shareholders of BSC received
  0.8499 shares of the Registrant's common stock in exchange for each of their
  shares of BSC common stock. The Merger was accounted for as a pooling of
  interests.
  
         The Registrant issued a press release announcing completion of the Merger
  on July 24, 2000, a copy of which is attached hereto as Exhibit 99.1.
  
         For a more detailed discussion of the terms and conditions of the
  Agreement and the Merger, reference is made to the Registrant's Registration
  Statement on Form S-4 (Registration No. 333-35576) filed with the Securities and
  Exchange Commission on April 25, 2000, as amended by Amendment No. 1 thereto
  filed with the Securities and Exchange Commission on June 1, 2000, incorporated
  herein by this reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 2000, by
         and between Greater Bay Bancorp, GBB Merger Corp. and Bank of Santa Clara
         (incorporated by reference from the Registrant's Current Report on Form
         8-K dated February 3, 2000)
  
  99.1   Press Release dated July 24, 2000
  
                                         2
  <PAGE>
  
                                    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: July 24, 2000                  By: /s/ Linda M. Iannone
                                            --------------------
                                            Linda M. Iannone
                                            Senior Vice President and General
                                            Counsel
  
                                         3
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 2000, by
         and between Greater Bay Bancorp, GBB Merger Corp. and Bank of Santa Clara
         (incorporated by reference from the Registrant's Current Report on Form
         8-K dated February 3, 2000)
  
  99.1   Press Release dated July 24, 2000
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3935}]
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": "677536"}, "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: 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                              (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 July 21, 2000, Greater Bay Bancorp (the "Registrant") consummated its
  acquisition of Bank of Santa Clara ("BSC") pursuant to an Agreement and Plan of
  Reorganization, dated as of January 26, 2000 (the "Agreement"), providing for
  the merger of GBB Merger Corp. ("Newco"), a wholly owned subsidiary of the
  Registrant, with and into BSC (the "Merger").  As a result of the Merger, BSC
  became a wholly owned subsidiary of GBB.
  
         In accordance with the Agreement, former shareholders of BSC received
  0.8499 shares of the Registrant's common stock in exchange for each of their
  shares of BSC common stock. The Merger was accounted for as a pooling of
  interests.
  
         The Registrant issued a press release announcing completion of the Merger
  on July 24, 2000, a copy of which is attached hereto as Exhibit 99.1.
  
         For a more detailed discussion of the terms and conditions of the
  Agreement and the Merger, reference is made to the Registrant's Registration
  Statement on Form S-4 (Registration No. 333-35576) filed with the Securities and
  Exchange Commission on April 25, 2000, as amended by Amendment No. 1 thereto
  filed with the Securities and Exchange Commission on June 1, 2000, incorporated
  herein by this reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 2000, by
         and between Greater Bay Bancorp, GBB Merger Corp. and Bank of Santa Clara
         (incorporated by reference from the Registrant's Current Report on Form
         8-K dated February 3, 2000)
  
  99.1   Press Release dated July 24, 2000
  
                                         2
  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: July 24, 2000                  By: /s/ Linda M. Iannone
                                            --------------------
                                            Linda M. Iannone
                                            Senior Vice President and General
                                            Counsel
  
                                         3
  Exhibit Index
                                   -------------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 2000, by
         and between Greater Bay Bancorp, GBB Merger Corp. and Bank of Santa Clara
         (incorporated by reference from the Registrant's Current Report on Form
         8-K dated February 3, 2000)
  
  99.1   Press Release dated July 24, 2000
  
                                         4