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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 13, 1991
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BAY COMMERCIAL SERVICES
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
072201106
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1745 (10-88) Page 1 of 6 pages
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CUSIP NO. 072201106 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bay Commercial Services Employee Stock Ownership Plan
(E.I.N. 94-2685953)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California, U.S.A.
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5 SOLE VOTING POWER
None
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 140,544 (good faith estimate - see pages
WITH 3-4)
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,544 (good faith estimate - see pages 3-4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.05% (good faith estimate - see pages 3-4)
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12 TYPE OF REPORTING PERSON*
EP
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SEE INSTRUCTION BEFORE FILLING OUT!
SEC 1745 (10-88) Page 2 of 6 pages
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Item 1(a). Name of Issuer:
Bay Commercial Services
Item 1(b). Address of Issuer's Principal Executive Offices:
1495 East 14th Street
San Leandro, CA 94577
Item 2(a). Name of Person Filing:
The Bay Commercial Services (the "Company") Employee Stock
Ownership Plan (the "ESOP" or the "Plan").
Item 2(b). Address of Principal Business Office:
1495 East 14th Street
San Leandro, CA 94577
Item 2(c). Citizenship:
The Company is a California corporation.
Item 2(d). Title of Class of Securities:
No par value Common Stock.
Item 2(e). CUSIP Number:
The Company's CUSIP Number is: 072201106.
Item 3. Filing pursuant to Rule 13d-1(b):
This statement is filed pursuant to Rule 13d-1(b) and is filed
as an Employee Benefit Plan which is subject to the provisions
of the Employee Retirement Income Security Act of 1974
("ERISA").
Item 4. Ownership (1).
(a) Amount Beneficially Owned:
140,544 (2)
Page 3 of 6 Pages
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(b) Percent of Class:
13.05%
(c) Number of Shares as to Which the Administrative
Committee (3) has:
(i) Sole power to vote or to direct the vote:
None (4)
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of:
140,544 (5)
(iv) Shared power to dispose or to direct the
disposition of:
None
___________________________
(1) All share numbers presented are based on a good faith estimate of the
shares of Company Common Stock held by the ESOP as of December 31,
1995, pending receipt by the Company of the report of the ESOP Trustee
(defined below), which has not yet become available to the Company.
(2) At December 31, 1995, the ESOP held 140,544 shares of Company Common
Stock for the benefit of employees (also referred to herein as
"participants") of the Company and its wholly-owned subsidiary, Bay
Bank of Commerce (the "Bank"). At that date, a majority of the shares
held by the ESOP were allocated to the accounts of participants. All
shares of Company Common Stock and other assets of the ESOP are held
in a trust, of which Wells Fargo Bank serves as trustee (the
"Trustee"). However, the ESOP Administrative Committee has the power
to vote any shares unallocated to the accounts of participants and
directs the Trustee in the investment and disposition of all Plan
assets.
(3) The ESOP Administrative Committee is composed of three (3)
individuals: Richard M. Kahler, President and Chief Executive Officer
of the Company and the Bank, William R. Henson, Director of the
Company and Chairman of the Board of Directors of the Bank and Kay
Smith, Operations Officer at the Bank's Hayward, California branch.
Page 4 of 6 Pages
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(4) ESOP participants have the right to vote shares of Company Common
Stock allocated to their ESOP accounts. Under the Plan, the
Administrative Committee directs the voting only of unallocated
shares.
(5) The Administrative Committee directs the Trustee with respect to the
investment, distribution and disposition of all assets held by the
ESOP, including shares of Company Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
See Item 4, above and the notes thereto.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 1996
BAY COMMERCIAL SERVICES EMPLOYEE STOCK OWNERSHIP PLAN
/s/ Richard M. Kahler
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Signature
By: Richard M. Kahler, President,
President and Chief Executive Officer
of the Company; Member of ESOP
Administrative Committee
Page 6 of 6 Pages
