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): MAY 18, 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 May 18, 2000, Greater Bay Bancorp (the "Registrant") completed a merger
  with Coast Bancorp, the holding company of Coast Commercial Bank ("CCB") which
  was accounted for as a pooling-of-interests.  Shareholders of Coast Bancorp
  received 0.6338 shares of the Registrant's Common Stock for each outstanding
  share of Coast Bancorp Common Stock. A total of approximately 3,070,000
  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 May 18, 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 quarters ended March 31, 2000
           (included in electronic filing through EDGAR)
  
  27.2     Restated Financial Data Schedules for quarters ended March 31, 1999
           and June 30, 1999 (included in electronic filing through EDGAR)
  
  27.3     Restated Financial Data Schedules for quarters ended September 30,
           1999 and December 31, 1999 (included in electronic filing through
           EDGAR)
  
  27.4     Restated Financial Data Schedules for quarters ended March 31, 1998
           and June 30, 1998 (included in electronic filing through EDGAR)
  
  27.5     Restated Financial Data Schedules for quarters ended September 30,
           1998 and December 31, 1998 (included in electronic filing through
           EDGAR)
  
  27.6     Restated Financial Data Schedules for the years ended December 31, 1999
           and 1998 (included in electronic filing through EDGAR)
  
  27.7     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 Coast Bancorp and CCB)
  
           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
  
                                                                                 2
  <PAGE>
  
           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 Coast Bancorp and CCB)
  
           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: May 18, 2000
  
                                                                                 4
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibits.
  
  23.1     Consent of PricewaterhouseCoopers LLP
  
  27.1     Restated Financial Data Schedules for quarters ended March 31, 2000
           (included in electronic filing through EDGAR)
  
  27.2     Restated Financial Data Schedules for quarters ended March 31, 1999
           and June 30, 1999 (included in electronic filing through EDGAR)
  
  27.3     Restated Financial Data Schedules for quarters ended September 30,
           1999 and December 31, 1999 (included in electronic filing through
           EDGAR)
  
  27.4     Restated Financial Data Schedules for quarters ended March 31, 1998
           and June 30, 1998 (included in electronic filing through EDGAR)
  
  27.5     Restated Financial Data Schedules for quarters ended September 30,
           1998 and December 31, 1998 (included in electronic filing through
           EDGAR)
  
  27.6     Restated Financial Data Schedules for the years ended December 31, 1999
           and 1998 (included in electronic filing through EDGAR)
  
  27.7     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 Coast Bancorp and CCB)
  
           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 Coast Bancorp and CCB)
  
           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", "description": "FORM 8-K", "secsgml_size_bytes": 7803}]
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": "639761"}, "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): MAY 18, 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 May 18, 2000, Greater Bay Bancorp (the "Registrant") completed a merger
  with Coast Bancorp, the holding company of Coast Commercial Bank ("CCB") which
  was accounted for as a pooling-of-interests.  Shareholders of Coast Bancorp
  received 0.6338 shares of the Registrant's Common Stock for each outstanding
  share of Coast Bancorp Common Stock. A total of approximately 3,070,000
  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 May 18, 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 quarters ended March 31, 2000
           (included in electronic filing through EDGAR)
  
  27.2     Restated Financial Data Schedules for quarters ended March 31, 1999
           and June 30, 1999 (included in electronic filing through EDGAR)
  
  27.3     Restated Financial Data Schedules for quarters ended September 30,
           1999 and December 31, 1999 (included in electronic filing through
           EDGAR)
  
  27.4     Restated Financial Data Schedules for quarters ended March 31, 1998
           and June 30, 1998 (included in electronic filing through EDGAR)
  
  27.5     Restated Financial Data Schedules for quarters ended September 30,
           1998 and December 31, 1998 (included in electronic filing through
           EDGAR)
  
  27.6     Restated Financial Data Schedules for the years ended December 31, 1999
           and 1998 (included in electronic filing through EDGAR)
  
  27.7     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 Coast Bancorp and CCB)
  
           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
  
                                                                                 2
  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 Coast Bancorp and CCB)
  
           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: May 18, 2000
  
                                                                                 4
  EXHIBIT INDEX
  
  Exhibits.
  
  23.1     Consent of PricewaterhouseCoopers LLP
  
  27.1     Restated Financial Data Schedules for quarters ended March 31, 2000
           (included in electronic filing through EDGAR)
  
  27.2     Restated Financial Data Schedules for quarters ended March 31, 1999
           and June 30, 1999 (included in electronic filing through EDGAR)
  
  27.3     Restated Financial Data Schedules for quarters ended September 30,
           1999 and December 31, 1999 (included in electronic filing through
           EDGAR)
  
  27.4     Restated Financial Data Schedules for quarters ended March 31, 1998
           and June 30, 1998 (included in electronic filing through EDGAR)
  
  27.5     Restated Financial Data Schedules for quarters ended September 30,
           1998 and December 31, 1998 (included in electronic filing through
           EDGAR)
  
  27.6     Restated Financial Data Schedules for the years ended December 31, 1999
           and 1998 (included in electronic filing through EDGAR)
  
  27.7     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 Coast Bancorp and CCB)
  
           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 Coast Bancorp and CCB)
  
           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