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):    December 17, 1996
                                                       -----------------
  
  
  
                                GREATER BAY BANCORP
                                -------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
  
     California                     0-25034                        77-038741
  ------------------              -----------                 ------------------
  (STATE OR OTHER                 (COMMISSION                 (IRS EMPLOYER     
  JURISDICTION OF                 FILE NUMBER)                IDENTIFICATION NO.)
  INCORPORATION)
  
  
                      420 Cowper Street, Palo Alto, CA  94301
                      ---------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
  
  
  
  REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (415) 813-8200
                                                       --------------
  
                              MID-PENINSULA BANCORP
                                420 Cowper Street
                              Palo Alto, CA  94301
  
           -------------------------------------------------------------
           (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
  
                                                                 Page 1 of 4 Pages
  <PAGE>
   
  ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
            --------------------------------------------- 
  
  (a) (i)   KPMG Peat Marwick, LLP ("KPMG"), the Registrant's former independent
            accountants, was dismissed on December 17, 1996.
  
      (ii)  KPMG's report on the financial statements for both of the past two
            years contained no adverse opinion or a disclaimer of opinion, and was
            not qualified as to uncertainty, audit scope, or accounting
            principles.
  
      (iii) The decision to change accountants was recommended by the Audit
            Committee and was approved by the Registrant's Board of Directors on
            December 17, 1996.
  
      (iv)  During the two most recent fiscal years and any subsequent interim
            period preceding the dismissal there were no disagreements with KPMG
            on any matter of accounting principles or practices, financial
            statement disclosure, or auditing scope or procedure, which
            disagreement, if not resolved to the satisfaction of KPMG, would have
            caused it to make reference to the subject matter of the disagreement
            in connection with its reports.
  
      (v)   KPMG's report on the financial statements for both of the past two
            years contained no adverse opinion or a disclaimer of opinion, and
            was not qualified as to uncertainty, audit scope, or accounting
            principles, except their report dated January 22, 1996, relating to
            the consolidated balance sheets of Mid-Peninsula Bancorp and
            subsidiary as of December 31, 1995, and 1994, and the related
            consolidated statements of operations, changes in shareholders'
            equity, and cash flows for each of the years in the three-year
            period ended December 31, 1995, referenced other auditors. On
            October 7, 1994, the Company acquired San Mateo County Bancorp on a
            pooling-of-interests basis. KPMG did not audit the consolidated
            financial statements of San Mateo County Bancorp as of and for the
            year ended December 31, 1993. Those statements, which are included
            in the 1993 restated consolidated financial statements, were audited
            by other auditors, whose report contained an explanatory paragraph
            regarding the adoption of Statement of Financial Accounting
            Standards (SFAS) No. 109, Accounting for Income Taxes and SFAS No.
            115, Accounting for Certain Investments in Debt and Equity
            Securities. KPMG's report, insofar as it relates to the amounts
            included for San Mateo County Bancorp, is based solely on the report
            of the other auditors.
  
  (b) Coopers & Lybrand, LLP was engaged on December 17, 1996 as the Registrant's
      independent accountants.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
  (c) The following exhibit is attached to this report and incorporated by this
      reference:
  
      (16)  Letter from KPMG regarding change in certifying accountants
  
                                                                 Page 2 of 4 Pages
  <PAGE>
   
  SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                           GREATER BAY BANCORP
  
  
  
  Date:  December 17, 1996                 /s/ Steven C. Smith
                                           -------------------------------------
                                           Steven C. Smith
                                           Executive Vice President
                                           Chief Operating Officer and
                                           Chief Financial Officer
  
                                                                 Page 3 of 4 Pages
  <PAGE>
   
  December 19, 1996
  
  
  
  Securities and Exchange Commission
  450 5th Street, N.W.
  Washington, D.C.  20549
  
  Ladies and Gentlemen:
  
  We were previously principal accountants for Greater Bay Bancorp (formerly Mid-
  Peninsula Bancorp) and under the date of January 22, 1996, we reported on the
  consolidated financial statements of Mid-Peninsula Bancorp and subsidiary as of
  and for the years ended December 31, 1995 and 1994.  On December 17, 1996, our
  appointment as principal accountants was terminated.  We have read Greater Bay
  Bancorp's statements included under Item 4 of its Form 8-K dated December 19,
  1996, and we agree with such statements, except that we are not in a position 
  to agree or disagree with Greater Bay Bancorp's statement that the change was 
  recommended and was approved by the Audit Committee of the Board of Directors.
  Additionally, we are not in a position to agree or disagree with Greater Bay 
  Bancorp's statement that Coopers & Lybrand LLP was engaged on December 17, 
  1996 as the Registrant's independent accountants.
  
  Very truly yours,
  
  
  
  /s/ KPMG Peat Marwick LLP
  -------------------------
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6652}]
metadata_filer: {"company-data": {"conformed-name": "GREATER BAY BANCORP", "cik": "0000775473", "assigned-sic": "6021", "irs-number": "942952485", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25034", "film-number": "96687144"}, "business-address": {"street1": "420 COWPER STREET", "city": "PALO ALTO", "state": "CA", "zip": "94306-1504", "phone": "4153751555"}, "mail-address": {"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):    December 17, 1996
                                                       -----------------
  
                                GREATER BAY BANCORP
                                -------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
     California                     0-25034                        77-038741
  ------------------              -----------                 ------------------
  (STATE OR OTHER                 (COMMISSION                 (IRS EMPLOYER     
  JURISDICTION OF                 FILE NUMBER)                IDENTIFICATION NO.)
  INCORPORATION)
  
                      420 Cowper Street, Palo Alto, CA  94301
                      ---------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
  
  REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (415) 813-8200
                                                       --------------
  
                              MID-PENINSULA BANCORP
                                420 Cowper Street
                              Palo Alto, CA  94301
  
           -------------------------------------------------------------
           (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
  
                                                                 Page 1 of 4 Pages
  ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
            --------------------------------------------- 
  
  (a) (i)   KPMG Peat Marwick, LLP ("KPMG"), the Registrant's former independent
            accountants, was dismissed on December 17, 1996.
  
      (ii)  KPMG's report on the financial statements for both of the past two
            years contained no adverse opinion or a disclaimer of opinion, and was
            not qualified as to uncertainty, audit scope, or accounting
            principles.
  
      (iii) The decision to change accountants was recommended by the Audit
            Committee and was approved by the Registrant's Board of Directors on
            December 17, 1996.
  
      (iv)  During the two most recent fiscal years and any subsequent interim
            period preceding the dismissal there were no disagreements with KPMG
            on any matter of accounting principles or practices, financial
            statement disclosure, or auditing scope or procedure, which
            disagreement, if not resolved to the satisfaction of KPMG, would have
            caused it to make reference to the subject matter of the disagreement
            in connection with its reports.
  
      (v)   KPMG's report on the financial statements for both of the past two
            years contained no adverse opinion or a disclaimer of opinion, and
            was not qualified as to uncertainty, audit scope, or accounting
            principles, except their report dated January 22, 1996, relating to
            the consolidated balance sheets of Mid-Peninsula Bancorp and
            subsidiary as of December 31, 1995, and 1994, and the related
            consolidated statements of operations, changes in shareholders'
            equity, and cash flows for each of the years in the three-year
            period ended December 31, 1995, referenced other auditors. On
            October 7, 1994, the Company acquired San Mateo County Bancorp on a
            pooling-of-interests basis. KPMG did not audit the consolidated
            financial statements of San Mateo County Bancorp as of and for the
            year ended December 31, 1993. Those statements, which are included
            in the 1993 restated consolidated financial statements, were audited
            by other auditors, whose report contained an explanatory paragraph
            regarding the adoption of Statement of Financial Accounting
            Standards (SFAS) No. 109, Accounting for Income Taxes and SFAS No.
            115, Accounting for Certain Investments in Debt and Equity
            Securities. KPMG's report, insofar as it relates to the amounts
            included for San Mateo County Bancorp, is based solely on the report
            of the other auditors.
  
  (b) Coopers & Lybrand, LLP was engaged on December 17, 1996 as the Registrant's
      independent accountants.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
  (c) The following exhibit is attached to this report and incorporated by this
      reference:
  
      (16)  Letter from KPMG regarding change in certifying accountants
  
                                                                 Page 2 of 4 Pages
  SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                           GREATER BAY BANCORP
  
  Date:  December 17, 1996                 /s/ Steven C. Smith
                                           -------------------------------------
                                           Steven C. Smith
                                           Executive Vice President
                                           Chief Operating Officer and
                                           Chief Financial Officer
  
                                                                 Page 3 of 4 Pages
  December 19, 1996
  
  Securities and Exchange Commission
  450 5th Street, N.W.
  Washington, D.C.  20549
  
  Ladies and Gentlemen:
  
  We were previously principal accountants for Greater Bay Bancorp (formerly Mid-
  Peninsula Bancorp) and under the date of January 22, 1996, we reported on the
  consolidated financial statements of Mid-Peninsula Bancorp and subsidiary as of
  and for the years ended December 31, 1995 and 1994.  On December 17, 1996, our
  appointment as principal accountants was terminated.  We have read Greater Bay
  Bancorp's statements included under Item 4 of its Form 8-K dated December 19,
  1996, and we agree with such statements, except that we are not in a position 
  to agree or disagree with Greater Bay Bancorp's statement that the change was 
  recommended and was approved by the Audit Committee of the Board of Directors.
  Additionally, we are not in a position to agree or disagree with Greater Bay 
  Bancorp's statement that Coopers & Lybrand LLP was engaged on December 17, 
  1996 as the Registrant's independent accountants.
  
  Very truly yours,
  
  /s/ KPMG Peat Marwick LLP
  -------------------------