UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
BAY COMMERCIAL SERVICES
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
072201106
(CUSIP Number)
Randall D. Greenfield, Bay Commercial Services, 1495 E. 14th Street,
San Leandro, CA 94572 - (510)357-2265
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
4/20/99
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO. 072201106 Page 2 of 5 Pages
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard M. Kahler (S.S. No. ###-##-####)
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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 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 146,950
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,079
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 146,950
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,079
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,029
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.20%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Item 1. SECURITY AND ISSUER
This statement relates to the common stock, no par value (the "Common
Stock"), of Bay Commercial Services, 1495 East 14th Street, San Leandro,
California 94577.
Item 2. IDENTITY AND BACKGROUND
(a) NAME:
Richard M. Kahler
(b) BUSINESS ADDRESS:
1495 East 14th Street
San Leandro, CA 94577
c) PRESENT PRINCIPAL OCCUPATION AND
NAME AND ADDRESS OF CORPORATION:
Mr. Kahler is the President, Chief Executive Officer and a
director of Bay Commercial Services, a California corporation and
bank holding company. Mr. Kahler is the President, Chief
Executive Officer and a director of Bay Bank of Commerce, a
California banking corporation and wholly-owned subsidiary of Bay
Commercial Services.
d) CRIMINAL CONVICTIONS:
Mr. Kahler has not, during the last five years, been convicted in
a criminal proceeding.
(e) CIVIL PROCEEDINGS REGARDING FEDERAL OR STATE SECURITIES LAWS:
Mr. Kahler has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction.
(f) CITIZENSHIP:
Mr. Kahler is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Of the 148,029 shares of Company Common Stock held by Mr. Kahler, as of
May 26, 1999, (a) 26,343 were shares allocated as of December 31, 1998, to Mr.
Kahler's account pursuant to the Company's Employee Stock Ownership Plan
("ESOP"), (b) 2,292 shares are held in Individual Retirement Accounts belonging
to Mr. Kahler and 1,079 shares are held in an Individual Retirement account
belong to Mr. Kahler's wife. The ESOP is administered by an Administrative
Committee composed of three individuals, one of whom is Mr. Kahler. Except for
shares allocated to his account in the ESOP and purchases by Mr. Kahler's wife
for her Individual Retirement Account, all shares owned by Mr. Kahler were
purchased by him using personal funds.
Item 4. PURPOSE OF TRANSACTION
See Item 3 herein for a description of Mr. Kahler's beneficial
ownership of Common Stock.
The Company has entered into that certain Agreement and Plan of
Reorganization by and among Greater Bay Bancorp and the Company dated April 30,
1999 (the "Agreement"). Except as set forth in the Agreement, in his individual
capacity Mr. Kahler has no plans or proposals which relate to or would result
in:
Page 3 of 5 pages
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(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's articles, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the Common Stock
beneficially owned by Mr. Kahler is as follows:
Number of Shares Percentage of Outstanding
Beneficially Owned Shares Beneficially Owned
148,029(1) 11.20%
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(1) Includes 2,292 shares held in an Individual Retirement Account
belonging to Mr. Kahler, 1,079 shares held in an Individual Retirement
Account belonging to Mr. Kahler's wife, and 26,343 shares allocated as
of December 31, 1998 to Mr. Kahler's ESOP account.
(b) Number of shares as to which Mr. Kahler has:
(i) sole power to vote or to direct the vote:
146,950 shares
(ii) shared power to vote or to direct the vote: 1,079 shares(2)
(iii) sole power to dispose or to direct the disposition:
146,950 shares
(iv) shared power to dispose or to direct the disposition:
1,079 shares(2)
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(2) Includes 1,079 shares held in an Individual Retirement Account
belonging to Mr. Kahler's wife.
(c) Mr. Kahler effected the following transactions in Common Stock: On
March 26, 1999, Mr. Kahler gave 1,300 shares to his children for no
consideration. On April 20, 1999, Mr. Kahler exercised an option to purchase
94,500 share of Common Stock at a purchase price of $5.375.
Page 4 of 5 pages
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(d) Mr. Kahler is a member of the Administrative Committee which
administers the Company's ESOP. Pursuant to the ESOP, any cash dividends
received by the Employee Stock Ownership Trust on shares of Company Common Stock
allocated to the participants in the ESOP will be allocated to the participants"
respective accounts. Such dividends may be paid currently (or within the two
year-period after being received by the Trustee) in cash to such participants
(who are still employees of the Company), as determined by the Administrative
Committee. Any stock dividends received on allocated Company stock shall be
credited to participants' accounts.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
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: June 8, 1999
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Richard M. Kahler
Page 5 of 5 pages
