content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
  
  
                                     FORM 8-K
  
  
                                  CURRENT REPORT
  
                           PURSUANT TO SECTION 13 OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  
         Date of Report (Date of Earliest Event Reported):  April 30, 1999
  
  
  
                             BAY COMMERCIAL SERVICES 
      ----------------------------------------------------------------------
  
              (Exact name of registrant as specified in its charter)
  
            CALIFORNIA                                     77-2760444 
   -------------------------------           ------------------------------------
   (State or other jurisdiction of           (I.R.S. Employer Identification No.) 
   incorporation or organization)                                      
   
                  1495 EAST 14TH STREET, SAN LEANDRO, CALIFORNIA     95453
      -----------------------------------------------------------------------
      (Address of principal executive offices)                     (Zip code) 
  
  
          Issuer's telephone number, including area code:  (510) 357-2265
                                                           ----------------
  <PAGE>
   
  ITEM 5.   OTHER EVENTS.
            ------------ 
  
            Bay Commercial Services ("BCS") has entered into an Agreement and Plan
  of Reorganization by and between BCS and Greater Bay Bancorp ("GBB"), dated as
  of April 30, 1999 (the "Reorganization Agreement"), pursuant to which BCS will
  merge with and into GBB and each outstanding share of BCS common stock, no par
  value, excluding any BCS perfected dissenting shares, will be converted into the
  right to receive a specified amount of GBB common stock, no par value, upon the
  terms and conditions set forth therein (the "Merger").  Upon satisfaction of all
  conditions to completion of the Merger, an Agreement of Merger (the "Merger
  Agreement") by and between GBB and BCS will be filed with the California
  Secretary of State, upon which filing the Merger shall be consummated. Upon
  consummation of the merger, the surviving corporation will be GBB.  It is
  presently contemplated that upon consummation of the Merger, Bay Bank of
  Commerce, BCS's wholly-owned California licensed banking subsidiary, shall be
  operated as a wholly-owned subsidiary of GBB.
  
            Both the Reorganization Agreement and the Merger Agreement have been
  approved by the Boards of Directors of BCS and GBB, subject to conditions usual
  and customary for merger transactions of this type, including approval by BCS's
  shareholders, approval by federal and state bank regulatory authorities, and
  satisfaction of certain other terms, conditions and waiting periods. A copy of
  the Reorganization Agreement is attached hereto as Exhibit (2), and incorporated
  herein by reference.
  
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            (C)  EXHIBITS.
                 -------- 
  
                 Exhibit No.
                 -----------
  
                 (2)  Agreement and Plan of Reorganization
  
                 (99.1)  Press Release
  <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, thereunto duly authorized.
  
  
  DATED:  May 6, 1999          BAY COMMERCIAL SERVICES
  
  
                               By: /s/ Richard M. Kahler
                                   ----------------------------------------
                                   Richard M. Kahler
                                   President & Chief Executive Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K DATED APRIL 30, 1999", "secsgml_size_bytes": 3738}]
metadata_filer: {"company-data": {"conformed-name": "BAY COMMERCIAL SERVICES", "cik": "0000707854", "assigned-sic": "6022", "irs-number": "942760444", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12231", "film-number": "99612610"}, "business-address": {"street1": "1495 EAST 14TH STREET", "city": "SAN LEANDRO", "state": "CA", "zip": "94577", "phone": "5103572265"}, "mail-address": {"street1": "P O BOX 425", "street2": "1495 E 14TH ST", "city": "SAN LEANDRO", "state": "CA", "zip": "94577"}, "former-company": {"former-conformed-name": "BAY BANCORPORATION", "date-changed": "19830616"}}
text: SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                           PURSUANT TO SECTION 13 OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of Earliest Event Reported):  April 30, 1999
  
                             BAY COMMERCIAL SERVICES 
      ----------------------------------------------------------------------
  
              (Exact name of registrant as specified in its charter)
  
            CALIFORNIA                                     77-2760444 
   -------------------------------           ------------------------------------
   (State or other jurisdiction of           (I.R.S. Employer Identification No.) 
   incorporation or organization)                                      
   
                  1495 EAST 14TH STREET, SAN LEANDRO, CALIFORNIA     95453
      -----------------------------------------------------------------------
      (Address of principal executive offices)                     (Zip code) 
  
          Issuer's telephone number, including area code:  (510) 357-2265
                                                           ----------------
  ITEM 5.   OTHER EVENTS.
            ------------ 
  
            Bay Commercial Services ("BCS") has entered into an Agreement and Plan
  of Reorganization by and between BCS and Greater Bay Bancorp ("GBB"), dated as
  of April 30, 1999 (the "Reorganization Agreement"), pursuant to which BCS will
  merge with and into GBB and each outstanding share of BCS common stock, no par
  value, excluding any BCS perfected dissenting shares, will be converted into the
  right to receive a specified amount of GBB common stock, no par value, upon the
  terms and conditions set forth therein (the "Merger").  Upon satisfaction of all
  conditions to completion of the Merger, an Agreement of Merger (the "Merger
  Agreement") by and between GBB and BCS will be filed with the California
  Secretary of State, upon which filing the Merger shall be consummated. Upon
  consummation of the merger, the surviving corporation will be GBB.  It is
  presently contemplated that upon consummation of the Merger, Bay Bank of
  Commerce, BCS's wholly-owned California licensed banking subsidiary, shall be
  operated as a wholly-owned subsidiary of GBB.
  
            Both the Reorganization Agreement and the Merger Agreement have been
  approved by the Boards of Directors of BCS and GBB, subject to conditions usual
  and customary for merger transactions of this type, including approval by BCS's
  shareholders, approval by federal and state bank regulatory authorities, and
  satisfaction of certain other terms, conditions and waiting periods. A copy of
  the Reorganization Agreement is attached hereto as Exhibit (2), and incorporated
  herein by reference.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            (C)  EXHIBITS.
                 -------- 
  
                 Exhibit No.
                 -----------
  
                 (2)  Agreement and Plan of Reorganization
  
                 (99.1)  Press Release
  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, thereunto duly authorized.
  
  DATED:  May 6, 1999          BAY COMMERCIAL SERVICES
  
                               By: /s/ Richard M. Kahler
                                   ----------------------------------------
                                   Richard M. Kahler
                                   President & Chief Executive Officer