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): May 18, 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 2.  Acquisition or Disposition of Assets.
  
       On May 18, 2000, Coast Bancorp ("Coast") merged (the "Merger") with and
  into Greater Bay Bancorp (the "Registrant") pursuant to the an Agreement and
  Plan of Reorganization, dated as of December 14, 1999, by and between Coast and
  the Registrant (the "Agreement"). In accordance with the Agreement, former
  shareholders of Coast received approximately 3,070,000 shares of the
  Registrant's common stock in exchange for each of their shares of Coast common
  stock. As a result of the Merger, Coast Commercial Bank ("CCB"), formerly a
  wholly owned subsidiary of Coast, became a wholly owned subsidiary of the
  Registrant. The Merger was accounted for as a pooling of interests.
  
       As of March 31, 2000, CCB had 6 banking offices located in Aptos, Capitola,
  Santa Cruz, Scotts Valley and Watsonville, California, with total assets of
  $409.6 million, total deposits of $313.6 million and total loans of $216.9
  million.  CCB will continue to conduct its banking operations at all of these
  locations after the Merger.
  
       In connection with the Merger, James Thompson, the Chairman of the Board of
  CCB, was appointed to the Board of Directors of GBB.  In addition, David
  Kalkbrenner, President and Chief Executive Officer of GBB, was appointed to the
  Board of Directors of CCB.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired.
  
            Coast Bancorp Annual Report on Form 10-K for the year ended December
            31, 1999, Commission file number 0-28938, filed on March 3, 2000, as
            amended by Form 10-K/A filed on April 6, 2000, is incorporated herein
            by this reference.
  
            Coast Bancorp Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2000, Commission filed number 0-28938, filed on April 28,
            2000, is incorporated herein by this reference.
  
       (b)  Pro forma financial information.
  
            Index to pro forma financial information:
  
                 Pro forma Condensed Combined Balance Sheet as of March 31, 2000
                 Pro forma Condensed Combined Statements of Operations for the
                 three months ended March 31, 2000 and 1999 and for the year ended
                 December 31, 1999
  
       (c)  Exhibits.
  
       23   Consent of Deloitte & Touche LLP, Independent Auditors of Coast
  
                                         2
  <PAGE>
  
       99.1  Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,
             2000 and unaudited Pro Forma Condensed Combined Statements of
             Operations for the three months ended March 31, 2000 and 1999 and for
             the year ended December 31, 1999
  
  Pro Forma Financial Information
  
       Included as Exhibit 99.1 of this Current Report on Form 8-K is unaudited
  pro forma condensed combined financial information.  The Unaudited Pro Forma
  Condensed Combined Balance Sheet as of March 31, 2000 combines the historical
  consolidated balance sheets of the Registrant  and Coast, as if the Merger had
  been effective on March 31, 2000, after giving effect to certain adjustments.
  These adjustments are based on estimates.  The Unaudited Pro Forma Condensed
  Combined Statements of Operations for the three months ended March 31, 2000 and
  1999 and for the year ended December 31, 1999 present the combined results of
  operations of the Registrant and Coast as if the Merger had been effective at
  the beginning of each period.
  
       The unaudited pro forma condensed combined financial information and
  accompanying notes reflect the application of the pooling of interests method of
  accounting for the Merger.  Under this method of accounting, the recorded
  assets, liabilities, shareholders' equity, income and expenses of the Registrant
  and Coast are combined and reflected at their historical amounts.
  
       The pro forma combined figures shown in the unaudited pro forma condensed
  combined financial information are simply arithmetical combinations of the
  Registrant's and Coast's separate financial results; you should not assume that
  the Registrant and Coast would have achieved the pro forma combined results if
  they had actually been combined during the periods presented.
  
       The combined company expects to achieve merger benefits in the form of
  operating cost savings.  The pro forma earnings, which do not reflect any direct
  costs or potential savings which are expected to result from the consolidation
  of the operations of the Registrant and Coast, are not indicative of the results
  of future operations.  No assurances can be given with respect to the ultimate
  level of expense savings.
  
                                         3
  <PAGE>
  
  Pro Forma Earnings with Estimated Operating Efficiencies
  
       The pro forma condensed combined financial information contained in Exhibit
  99.1 indicates that, for the three months ended March 31, 2000, the Registrant's
  diluted earnings per share (before merger, nonrecurring and extraordinary items)
  would have been $0.72, a decline of $0.01 per share from the reported earnings
  before the merger with Coast.  However, these pro forma earnings per share do
  not reflect the operating efficiencies that the Registrant has realized in all
  of its previous mergers.  On average, the Registrant has realized operating
  efficiencies from its prior mergers in excess of 15% of the operating expenses
  of the acquired institutions.  The following table details the impact of
  applying the Registrant's historical percentage of operating efficiencies
  attained on a pro forma basis to March 31, 2000 earnings:
  
  <TABLE>
  <CAPTION>
                                                                Operating           Net             Diluted
                                                                Expenses         Income (1)         EPS (1)
                                                                --------         ----------         -------
  <S>                                                           <C>              <C>                <C>
  Pro-forma before
         operating efficiencies                                                  $ 12,878           $0.72
  
  Coast operating expenses:                                        $3,417
  
  Greater Bay Historical Merger & Acquisition
      Operating Efficiencies                                         15.0%
                                                               ----------
  
  Estimated Operating Efficiencies, Gross                             513
  
  Estimated Operating Efficiencies, Net of Tax                     $  302             302           $0.02
                                                               ==========        --------
  
  Adjusted Pro-Forma Net Income After
    Operating Efficiencies                                                       $ 13,180           $0.74
                                                                                 ========
  
  (1)  Before merger, nonrecurring and extraordinary items.
  </TABLE>
  
       No assurance can be given that these operating efficiencies will be
       achieved.  Information contained under this caption constitutes "forward-
       looking statements" within the meaning of Section 27A of the Securities Act
       of 1933, as amended, and Section 21E of the Securities Exchange Act of
       1934, as amended, which involve risks and uncertainties.  The Registrant's
       actual results may differ significantly from the results discussed in these
       forward-looking statements.  Factors that might cause such a difference
       include but are not limited to difficulties in integrating the business of
       the newly acquired institution, the timing relating to achieving the
       operating efficiencies, economic conditions, competition in the geographic
       and business areas in which the Registrant conducts its operations and
       government regulation.
  
                                         4
  <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: May 18, 2000                 By: /s/ Steven C. Smith
                                          -------------------
                                          Steven C. Smith
                                          Executive Vice President, Chief
                                          Administrative Officer and Chief
                                          Financial Officer
  
                                         5
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  
  23    Consent of Deloitte & Touche LLP, Independent Auditors of Coast
  
  99.1  Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000
        and unaudited Pro Forma Condensed Combined Statements of Operations for
        the three months ended March 31, 2000 and 1999 and for the year ended
        December 31, 1999
  
  
  
                                         6
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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": "639757"}, "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): May 18, 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 2.  Acquisition or Disposition of Assets.
  
       On May 18, 2000, Coast Bancorp ("Coast") merged (the "Merger") with and
  into Greater Bay Bancorp (the "Registrant") pursuant to the an Agreement and
  Plan of Reorganization, dated as of December 14, 1999, by and between Coast and
  the Registrant (the "Agreement"). In accordance with the Agreement, former
  shareholders of Coast received approximately 3,070,000 shares of the
  Registrant's common stock in exchange for each of their shares of Coast common
  stock. As a result of the Merger, Coast Commercial Bank ("CCB"), formerly a
  wholly owned subsidiary of Coast, became a wholly owned subsidiary of the
  Registrant. The Merger was accounted for as a pooling of interests.
  
       As of March 31, 2000, CCB had 6 banking offices located in Aptos, Capitola,
  Santa Cruz, Scotts Valley and Watsonville, California, with total assets of
  $409.6 million, total deposits of $313.6 million and total loans of $216.9
  million.  CCB will continue to conduct its banking operations at all of these
  locations after the Merger.
  
       In connection with the Merger, James Thompson, the Chairman of the Board of
  CCB, was appointed to the Board of Directors of GBB.  In addition, David
  Kalkbrenner, President and Chief Executive Officer of GBB, was appointed to the
  Board of Directors of CCB.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired.
  
            Coast Bancorp Annual Report on Form 10-K for the year ended December
            31, 1999, Commission file number 0-28938, filed on March 3, 2000, as
            amended by Form 10-K/A filed on April 6, 2000, is incorporated herein
            by this reference.
  
            Coast Bancorp Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2000, Commission filed number 0-28938, filed on April 28,
            2000, is incorporated herein by this reference.
  
       (b)  Pro forma financial information.
  
            Index to pro forma financial information:
  
                 Pro forma Condensed Combined Balance Sheet as of March 31, 2000
                 Pro forma Condensed Combined Statements of Operations for the
                 three months ended March 31, 2000 and 1999 and for the year ended
                 December 31, 1999
  
       (c)  Exhibits.
  
       23   Consent of Deloitte & Touche LLP, Independent Auditors of Coast
  
                                         2
  99.1  Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,
             2000 and unaudited Pro Forma Condensed Combined Statements of
             Operations for the three months ended March 31, 2000 and 1999 and for
             the year ended December 31, 1999
  
  Pro Forma Financial Information
  
       Included as Exhibit 99.1 of this Current Report on Form 8-K is unaudited
  pro forma condensed combined financial information.  The Unaudited Pro Forma
  Condensed Combined Balance Sheet as of March 31, 2000 combines the historical
  consolidated balance sheets of the Registrant  and Coast, as if the Merger had
  been effective on March 31, 2000, after giving effect to certain adjustments.
  These adjustments are based on estimates.  The Unaudited Pro Forma Condensed
  Combined Statements of Operations for the three months ended March 31, 2000 and
  1999 and for the year ended December 31, 1999 present the combined results of
  operations of the Registrant and Coast as if the Merger had been effective at
  the beginning of each period.
  
       The unaudited pro forma condensed combined financial information and
  accompanying notes reflect the application of the pooling of interests method of
  accounting for the Merger.  Under this method of accounting, the recorded
  assets, liabilities, shareholders' equity, income and expenses of the Registrant
  and Coast are combined and reflected at their historical amounts.
  
       The pro forma combined figures shown in the unaudited pro forma condensed
  combined financial information are simply arithmetical combinations of the
  Registrant's and Coast's separate financial results; you should not assume that
  the Registrant and Coast would have achieved the pro forma combined results if
  they had actually been combined during the periods presented.
  
       The combined company expects to achieve merger benefits in the form of
  operating cost savings.  The pro forma earnings, which do not reflect any direct
  costs or potential savings which are expected to result from the consolidation
  of the operations of the Registrant and Coast, are not indicative of the results
  of future operations.  No assurances can be given with respect to the ultimate
  level of expense savings.
  
                                         3
  Pro Forma Earnings with Estimated Operating Efficiencies
  
       The pro forma condensed combined financial information contained in Exhibit
  99.1 indicates that, for the three months ended March 31, 2000, the Registrant's
  diluted earnings per share (before merger, nonrecurring and extraordinary items)
  would have been $0.72, a decline of $0.01 per share from the reported earnings
  before the merger with Coast.  However, these pro forma earnings per share do
  not reflect the operating efficiencies that the Registrant has realized in all
  of its previous mergers.  On average, the Registrant has realized operating
  efficiencies from its prior mergers in excess of 15% of the operating expenses
  of the acquired institutions.  The following table details the impact of
  applying the Registrant's historical percentage of operating efficiencies
  attained on a pro forma basis to March 31, 2000 earnings:
  Operating           Net             Diluted
                                                                Expenses         Income (1)         EPS (1)
                                                                --------         ----------         -------
  Pro-forma before
         operating efficiencies                                                  $ 12,878           $0.72
  
  Coast operating expenses:                                        $3,417
  
  Greater Bay Historical Merger & Acquisition
      Operating Efficiencies                                         15.0%
                                                               ----------
  
  Estimated Operating Efficiencies, Gross                             513
  
  Estimated Operating Efficiencies, Net of Tax                     $  302             302           $0.02
                                                               ==========        --------
  
  Adjusted Pro-Forma Net Income After
    Operating Efficiencies                                                       $ 13,180           $0.74
                                                                                 ========
  
  (1)  Before merger, nonrecurring and extraordinary items.
  No assurance can be given that these operating efficiencies will be
       achieved.  Information contained under this caption constitutes "forward-
       looking statements" within the meaning of Section 27A of the Securities Act
       of 1933, as amended, and Section 21E of the Securities Exchange Act of
       1934, as amended, which involve risks and uncertainties.  The Registrant's
       actual results may differ significantly from the results discussed in these
       forward-looking statements.  Factors that might cause such a difference
       include but are not limited to difficulties in integrating the business of
       the newly acquired institution, the timing relating to achieving the
       operating efficiencies, economic conditions, competition in the geographic
       and business areas in which the Registrant conducts its operations and
       government regulation.
  
                                         4
  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: May 18, 2000                 By: /s/ Steven C. Smith
                                          -------------------
                                          Steven C. Smith
                                          Executive Vice President, Chief
                                          Administrative Officer and Chief
                                          Financial Officer
  
                                         5
  Exhibit Index
                                   -------------
  
  23    Consent of Deloitte & Touche LLP, Independent Auditors of Coast
  
  99.1  Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000
        and unaudited Pro Forma Condensed Combined Statements of Operations for
        the three months ended March 31, 2000 and 1999 and for the year ended
        December 31, 1999
  
                                         6