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):   November 27, 1996
                                                           -----------------
  
  
                                GREATER BAY BANCORP
                                -------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
     California                      0-25034                        77-0387041
  ------------------               -----------                 ------------------
  (STATE OR OTHER                  (COMMISSION                    (IRS EMPLOYER
  JURISDICTION OF                  FILE NUMBER)                IDENTIFICATION NO.)
  INCORPORATION)
  
  
                      2860 West Bayshore, Palo Alto, CA  94303
                      ----------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
  
  
  
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (415) 813-8200
                                                             --------------
  
                                GREATER BAY BANCORP
                                 420 Cowper Street
                               Palo Alto, CA  94301
                             -----------------------
           (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
   
       (a)     On November 27, 1996, Cupertino National Bancorp ("Cupertino"), a
            California Corporation, and Mid-Peninsula Bancorp, a California
            Corporation ("Mid-Peninsula"), consummated the merger (the "Merger")
            described in that certain Second Amended and Restated Agreement and
            Plan of Reorganization and Merger dated August 20, 1996 (the
            "Agreement"), between Mid-Peninsula and Cupertino.  Pursuant to the
            Agreement: (a) Cupertino was merged with and into Mid-Peninsula; (b)
            Mid-Peninsula, as the surviving corporation, changed its name to
            Greater Bay Bancorp (hereinafter, "Bancorp") and its address to 2860
            West Bayshore Road, Palo Alto, California; and (c) Cupertino's
            corporate existence ceased.  The Merger, which has been treated as a
            pooling of interests for accounting and financial reporting purposes
            in accordance with Accounting Practices Board Opinion No. 16,
            "Business Combinations," became effective on November 27, 1996 (the
            "Effective Time").
  
               At the Effective Time:  (a) each share of Mid-Peninsula
            Common Stock outstanding immediately prior to the Effective Time
            remained as one outstanding share of Bancorp Common Stock; and (b)
            each share of Cupertino Common Stock outstanding immediately prior to
            the Effective Time was automatically canceled and converted into the
            right to receive .81522 ("Conversion Ratio") shares of Bancorp Common
            Stock.
  
               In addition, pursuant to the Agreement, each person who held
            options to purchase shares of Cupertino Common Stock pursuant to the
            Cupertino Stock Option Plans ("Cupertino Options") received from
            Bancorp, a substitute option pursuant to the Bancorp 1996 Stock Option
            Plan (the "Bancorp New Option Plan"), exercisable for the number of
            shares of Bancorp Common Stock into which each share of Common Stock
            subject to such unexercised Cupertino Option would have been converted
            if outstanding as of the Effective Time, rounded up to the nearest
            full share (a "Substitute Bancorp Option").  Each Substitute Bancorp
            Option is exercisable at an exercise price determined by dividing the
            exercise price per share of the Cupertino Option by the Conversion
            Ratio, rounded to the nearest cent.  Each Substitute Option is vested
            according to the terms of each individual option agreement and option
            plans and will continue to vest according to the same vesting
            schedule as provided under the original stock option agreements and
            is exercisable as provided in the original stock option agreements.
  
       (b)     Cupertino National Bank & Trust ("CNB"), a wholly owned
            subsidiary of Cupertino and Mid-Peninsula Bank ("MPB"), a wholly owned
            subsidiary of Mid-Peninsula became subsidiaries of Greater Bay
            Bancorp.  CNB, with headquarters in Cupertino, California, also has an
            office in San Jose and two offices in Palo 
  <PAGE>
   
            Alto. MPB, with headquarters in Palo Alto, California, also has one
            office each in San Carlos and San Mateo. CNB's trust division has been
            renamed Greater Bay Trust Company and will serve clients of both CNB
            and MPB.
  
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial Statements of Cupertino:
            (1)  The Consolidated Financial Statements as of December 31, 1995 and
                 1994 and for each of the years in the three-year period ended
                 December 31, 1995 (incorporated by reference from Cupertino's
                 Annual Report on Form 10-K for the year ended December 31, 1995
                 (File No. 0-18015))
  
            (2)  Consolidated Financial Statements as of September 30, 1996 and
                 for the nine months ended September 30, 1996 and 1995
                 (incorporated by reference from Cupertino's Quarterly Report on
                 Form 10-Q for the nine months ended September 30, 1996 (File No.
                 18015))
  
       (b)  Pro forma financial information:
            (1)  Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Balance
                 Sheet as of September 30, 1996.
  
            (2)  Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income
                 Statement for the nine months ended September 30, 1996.
  
            (3)  Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income
                 Statement for the years ended December 31, 1995, 1994 and 1993
                 (incorporated by reference from the Proxy Statement dated
                 September 25, 1996 of Mid-Peninsula at pages 15 to 17.)
  
       (c)  Exhibits
  
                 2.1  Seconded Amended and Restated Agreement and Plan of
                      Reorganization and Merger dated as of August 20, 1996
                      between Mid-Peninsula and Cupertino (incorporated by
                      reference from Appendix A in the Company's Registration
                      Statements on Form S-4 (No. 333-10781) dated August 23,
                      1996).
  
                 23   Consent of Independent Accounts for Cupertino National
                      Bancorp
  <PAGE>
   
                     UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                              AS OF SEPTEMBER 30, 1996
                                   (IN THOUSANDS)
  <TABLE>
  <CAPTION>
   
                                                                                             MID-PENINSULA &
                                                                                                CUPERTINO   
                                               MID-PENINSULA    CUPERTINO    ADJUSTMENTS        COMBINED    
                                               -------------    ---------   ------------     --------------- 
  <S>                                          <C>              <C>         <C>              <C>
   
  ASSETS
       Cash and due from banks                 $ 11,622         $  20,273       $    --      $ 31,895
       Federal funds sold                        21,000             4,600             -        25,600
       Securities held-to-maturity                6,385            57,895            --        64,280
       Securities available-for-sale             53,995             1,002            --        54,997
       FRB and FHLB stock                           430             1,021            --         1,451
       Loans, net                               159,861           220,882            --       380,743
       Premises and equipment                       981             3,186            --         4,167
       Other assets                               5,579            10,696            --        16,275
                                               --------         ---------       -------      --------
   
        TOTAL ASSETS                           $259,853         $ 319,555       $    --      $579,408
                                               ========         =========       =======      ========
   
  LIABILITIES
       Deposits                                $234,137          $294,902       $    --      $529,039
       Subordinated debt                             --             3,000            --         3,000
       Other liabilities                          1,683               865         2,791(1)      5,339
                                               --------         ---------       -------      --------
   
  TOTAL LIABILITIES                             235,820           298,767         2,791       537,378
  SHAREHOLDERS' EQUITY                           24,033            20,788        (2,791)       42,030
                                               --------         ---------       -------      --------
   
        TOTAL LIABILITIES AND
        SHAREHOLDERS'
        EQUITY                                 $259,853         $ 319,555       $    --      $579,408
                                               ========         =========       =======      ========
  </TABLE>
  
  (1) The following table reflects all nonrecurring Mid-Peninsula and Cupertino
      estimated merger and restructuring related costs as of September 30, 1996.
      These costs are not included in the Unaudited Pro Forma Combined Income
      Statement but are included in the Unaudited Pro Forma Combined Balance Sheet
      as a reduction to equity capital. These costs will be charged to expense
      immediately following the consummation of the Merger. Such estimated merger
      and restructuring related costs are summarized below (in thousands):
  <TABLE>
  <CAPTION>
   
                                      Mid-Peninsula   Cupertino   Combined
                                      -------------   ---------   --------
  <S>                                 <C>             <C>         <C>
   
  Financial Advisory                         $  208      $  328     $  536
  Professional fees and printing                358         210        568
  Other                                         905         782      1,687
                                             ------      ------     ------
   
       Total                                 $1,471      $1,320     $2,791
                                             ======      ======     ======
  </TABLE>
  <PAGE>
   
                    UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (IN THOUSANDS)
  <TABLE>
  <CAPTION>
   
                                                                                             MID-PENINSULA &
                                                                                                CUPERTINO
                                             MID-PENINSULA         CUPERTINO   ADJUSTMENTS       COMBINED
                                             -------------         ---------   -----------   ----------------
  <S>                                        <C>                <C>            <C>           <C>
   
  Interest and fees on loans and leases            $10,845          $ 14,626        $   --         $25,471
  Interest on investment securities                  2,241             2,688            --           4,929
  Interest on federal funds sold/
    other interest income                            1,172               336            --           1,508
                                                   -------          --------                       -------
   
  TOTAL INTEREST INCOME                             14,258            17,650            --          31,908
   
  Interest on deposits                               5,380             6,163            --          11,543
                                                   -------          --------                       -------
  Net interest income                                8,878            11,487            --          20,365
  Provision for loan loss                              427               864            --           1,291
                                                   -------          --------       -------         -------
  Net interest income after
    provision for loan loss                          8,451            10,623            --          19,074
  Non interest income                                  324             2,263            --           2,587
  Non interest expnese                               4,696            10,395            --          15,091
                                                   -------          --------                       -------
  Income before taxes                                4,079             2,491            --           6,570
  Taxes on income                                    1,706               943            --           2,649
                                                   -------          --------       -------         -------
  NET INCOME                                       $ 2,373          $  1,548        $   --         $ 3,921
                                                   =======          ========       =======         =======
   
  Earnings per share                               $  1.44          $   0.76                       $  1.05
  
  Weighted average shares outstanding                1,652             2,029                    3,721
  </TABLE>
  <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:  March 5, 1997                     /s/ Steven C. Smith
                                           -------------------
                                           Steven C. Smith
                                           Executive Vice President
                                           Chief Operating Officer and
                                           Chief Financial Officer
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  Exhibit No.              Item                                            Page
  -----------              ----                                            ----
  
  2.1     Seconded Amended and Restated Agreement and Plan of 
          Reorganization and Merger dated as of August 20, 1996 
          between Mid-Peninsula and Cupertino (incorporated by 
          reference from Appendix A in the Company's Registration 
          Statements on Form S-4 (No. 333-10781) dated August 23, 1996).
  
  23      Consent of Independent Accounts for Cupertino National Bancorp.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 15290}]
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": "97552528"}, "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):   November 27, 1996
                                                           -----------------
  
                                GREATER BAY BANCORP
                                -------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
     California                      0-25034                        77-0387041
  ------------------               -----------                 ------------------
  (STATE OR OTHER                  (COMMISSION                    (IRS EMPLOYER
  JURISDICTION OF                  FILE NUMBER)                IDENTIFICATION NO.)
  INCORPORATION)
  
                      2860 West Bayshore, Palo Alto, CA  94303
                      ----------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
  
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (415) 813-8200
                                                             --------------
  
                                GREATER BAY BANCORP
                                 420 Cowper Street
                               Palo Alto, CA  94301
                             -----------------------
           (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
   
       (a)     On November 27, 1996, Cupertino National Bancorp ("Cupertino"), a
            California Corporation, and Mid-Peninsula Bancorp, a California
            Corporation ("Mid-Peninsula"), consummated the merger (the "Merger")
            described in that certain Second Amended and Restated Agreement and
            Plan of Reorganization and Merger dated August 20, 1996 (the
            "Agreement"), between Mid-Peninsula and Cupertino.  Pursuant to the
            Agreement: (a) Cupertino was merged with and into Mid-Peninsula; (b)
            Mid-Peninsula, as the surviving corporation, changed its name to
            Greater Bay Bancorp (hereinafter, "Bancorp") and its address to 2860
            West Bayshore Road, Palo Alto, California; and (c) Cupertino's
            corporate existence ceased.  The Merger, which has been treated as a
            pooling of interests for accounting and financial reporting purposes
            in accordance with Accounting Practices Board Opinion No. 16,
            "Business Combinations," became effective on November 27, 1996 (the
            "Effective Time").
  
               At the Effective Time:  (a) each share of Mid-Peninsula
            Common Stock outstanding immediately prior to the Effective Time
            remained as one outstanding share of Bancorp Common Stock; and (b)
            each share of Cupertino Common Stock outstanding immediately prior to
            the Effective Time was automatically canceled and converted into the
            right to receive .81522 ("Conversion Ratio") shares of Bancorp Common
            Stock.
  
               In addition, pursuant to the Agreement, each person who held
            options to purchase shares of Cupertino Common Stock pursuant to the
            Cupertino Stock Option Plans ("Cupertino Options") received from
            Bancorp, a substitute option pursuant to the Bancorp 1996 Stock Option
            Plan (the "Bancorp New Option Plan"), exercisable for the number of
            shares of Bancorp Common Stock into which each share of Common Stock
            subject to such unexercised Cupertino Option would have been converted
            if outstanding as of the Effective Time, rounded up to the nearest
            full share (a "Substitute Bancorp Option").  Each Substitute Bancorp
            Option is exercisable at an exercise price determined by dividing the
            exercise price per share of the Cupertino Option by the Conversion
            Ratio, rounded to the nearest cent.  Each Substitute Option is vested
            according to the terms of each individual option agreement and option
            plans and will continue to vest according to the same vesting
            schedule as provided under the original stock option agreements and
            is exercisable as provided in the original stock option agreements.
  
       (b)     Cupertino National Bank & Trust ("CNB"), a wholly owned
            subsidiary of Cupertino and Mid-Peninsula Bank ("MPB"), a wholly owned
            subsidiary of Mid-Peninsula became subsidiaries of Greater Bay
            Bancorp.  CNB, with headquarters in Cupertino, California, also has an
            office in San Jose and two offices in Palo
  Alto. MPB, with headquarters in Palo Alto, California, also has one
            office each in San Carlos and San Mateo. CNB's trust division has been
            renamed Greater Bay Trust Company and will serve clients of both CNB
            and MPB.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
       (a)  Financial Statements of Cupertino:
            (1)  The Consolidated Financial Statements as of December 31, 1995 and
                 1994 and for each of the years in the three-year period ended
                 December 31, 1995 (incorporated by reference from Cupertino's
                 Annual Report on Form 10-K for the year ended December 31, 1995
                 (File No. 0-18015))
  
            (2)  Consolidated Financial Statements as of September 30, 1996 and
                 for the nine months ended September 30, 1996 and 1995
                 (incorporated by reference from Cupertino's Quarterly Report on
                 Form 10-Q for the nine months ended September 30, 1996 (File No.
                 18015))
  
       (b)  Pro forma financial information:
            (1)  Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Balance
                 Sheet as of September 30, 1996.
  
            (2)  Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income
                 Statement for the nine months ended September 30, 1996.
  
            (3)  Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income
                 Statement for the years ended December 31, 1995, 1994 and 1993
                 (incorporated by reference from the Proxy Statement dated
                 September 25, 1996 of Mid-Peninsula at pages 15 to 17.)
  
       (c)  Exhibits
  
                 2.1  Seconded Amended and Restated Agreement and Plan of
                      Reorganization and Merger dated as of August 20, 1996
                      between Mid-Peninsula and Cupertino (incorporated by
                      reference from Appendix A in the Company's Registration
                      Statements on Form S-4 (No. 333-10781) dated August 23,
                      1996).
  
                 23   Consent of Independent Accounts for Cupertino National
                      Bancorp
  UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                              AS OF SEPTEMBER 30, 1996
                                   (IN THOUSANDS)
  MID-PENINSULA &
                                                                                                CUPERTINO   
                                               MID-PENINSULA    CUPERTINO    ADJUSTMENTS        COMBINED    
                                               -------------    ---------   ------------     ---------------
  ASSETS
       Cash and due from banks                 $ 11,622         $  20,273       $    --      $ 31,895
       Federal funds sold                        21,000             4,600             -        25,600
       Securities held-to-maturity                6,385            57,895            --        64,280
       Securities available-for-sale             53,995             1,002            --        54,997
       FRB and FHLB stock                           430             1,021            --         1,451
       Loans, net                               159,861           220,882            --       380,743
       Premises and equipment                       981             3,186            --         4,167
       Other assets                               5,579            10,696            --        16,275
                                               --------         ---------       -------      --------
   
        TOTAL ASSETS                           $259,853         $ 319,555       $    --      $579,408
                                               ========         =========       =======      ========
   
  LIABILITIES
       Deposits                                $234,137          $294,902       $    --      $529,039
       Subordinated debt                             --             3,000            --         3,000
       Other liabilities                          1,683               865         2,791(1)      5,339
                                               --------         ---------       -------      --------
   
  TOTAL LIABILITIES                             235,820           298,767         2,791       537,378
  SHAREHOLDERS' EQUITY                           24,033            20,788        (2,791)       42,030
                                               --------         ---------       -------      --------
   
        TOTAL LIABILITIES AND
        SHAREHOLDERS'
        EQUITY                                 $259,853         $ 319,555       $    --      $579,408
                                               ========         =========       =======      ========
  (1) The following table reflects all nonrecurring Mid-Peninsula and Cupertino
      estimated merger and restructuring related costs as of September 30, 1996.
      These costs are not included in the Unaudited Pro Forma Combined Income
      Statement but are included in the Unaudited Pro Forma Combined Balance Sheet
      as a reduction to equity capital. These costs will be charged to expense
      immediately following the consummation of the Merger. Such estimated merger
      and restructuring related costs are summarized below (in thousands):
  Mid-Peninsula   Cupertino   Combined
                                      -------------   ---------   --------
  Financial Advisory                         $  208      $  328     $  536
  Professional fees and printing                358         210        568
  Other                                         905         782      1,687
                                             ------      ------     ------
   
       Total                                 $1,471      $1,320     $2,791
                                             ======      ======     ======
  UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (IN THOUSANDS)
  MID-PENINSULA &
                                                                                                CUPERTINO
                                             MID-PENINSULA         CUPERTINO   ADJUSTMENTS       COMBINED
                                             -------------         ---------   -----------   ----------------
  Interest and fees on loans and leases            $10,845          $ 14,626        $   --         $25,471
  Interest on investment securities                  2,241             2,688            --           4,929
  Interest on federal funds sold/
    other interest income                            1,172               336            --           1,508
                                                   -------          --------                       -------
   
  TOTAL INTEREST INCOME                             14,258            17,650            --          31,908
   
  Interest on deposits                               5,380             6,163            --          11,543
                                                   -------          --------                       -------
  Net interest income                                8,878            11,487            --          20,365
  Provision for loan loss                              427               864            --           1,291
                                                   -------          --------       -------         -------
  Net interest income after
    provision for loan loss                          8,451            10,623            --          19,074
  Non interest income                                  324             2,263            --           2,587
  Non interest expnese                               4,696            10,395            --          15,091
                                                   -------          --------                       -------
  Income before taxes                                4,079             2,491            --           6,570
  Taxes on income                                    1,706               943            --           2,649
                                                   -------          --------       -------         -------
  NET INCOME                                       $ 2,373          $  1,548        $   --         $ 3,921
                                                   =======          ========       =======         =======
   
  Earnings per share                               $  1.44          $   0.76                       $  1.05
  
  Weighted average shares outstanding                1,652             2,029                    3,721
  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:  March 5, 1997                     /s/ Steven C. Smith
                                           -------------------
                                           Steven C. Smith
                                           Executive Vice President
                                           Chief Operating Officer and
                                           Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit No.              Item                                            Page
  -----------              ----                                            ----
  
  2.1     Seconded Amended and Restated Agreement and Plan of 
          Reorganization and Merger dated as of August 20, 1996 
          between Mid-Peninsula and Cupertino (incorporated by 
          reference from Appendix A in the Company's Registration 
          Statements on Form S-4 (No. 333-10781) dated August 23, 1996).
  
  23      Consent of Independent Accounts for Cupertino National Bancorp.