<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 13, 1999
Estimated average burden
hours per response 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
December 31, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d -1(b)
[ ] Rule 13d -1(c)
[ ] Rule 13d -1(d)
*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).
<PAGE> 2
CUSIP NO. 072201106 Page 2 of 6 Pages
------------- ------- ------
13G
- --------------------------------------------------------------------------------
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)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) ___
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California, U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY --------------------------------------------------------
OWNED BY
EACH
REPORTING
PERSON
WITH: --------------------------------------------------------
6 SHARED VOTING POWER
None
--------------------------------------------------------
7 SOLE DISPOSITIVE POWER
155,096
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,096
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.35%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
EP
- --------------------------------------------------------------------------------
<PAGE> 3
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. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
PAGE 3 OF 6
<PAGE> 4
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S. C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned:
155,096 shares (1)
(b) Percent of Class:
14.35% (1)
(c) Number of Shares as to Which the Administrative Committee
(2) has:
(i) Sole power to vote or to direct the vote:
None (3)
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of:
155,096 (1)(4)
(iv) Shared power to dispose or to direct the
disposition of:
None
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 240.13d-3(d)(1).
(Notes appear on next page.)
PAGE 4 OF 6
<PAGE> 5
(1) All shares of Company Common Stock and other assets of the ESOP are
held in a trust, of which Union Bank of California serves as trustee
(the "Trustee"). Numbers presented are based on the report of the
ESOP Trustee as of December 31, 1998. At December 31, 1998, the ESOP
held 155,096 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, all of the shares held by the ESOP were allocated to
the accounts of participants. 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.
(2) The ESOP Administrative Committee is composed of three (3)
individuals: Richard M. Kahler, President and Chief Executive Officer
of the Company and the Bank, Dimitri Koroslev, Director of the
Company and Chairman of the Board of Directors of the Bank and Kay
Tropiano, Operations Officer at the Bank's Hayward, California
branch.
(3) 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. At December 31, 1998, there were no unallocated shares held
by the ESOP.
(4) 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.
PAGE 5 OF 6
<PAGE> 6
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.
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, 1999
BAY COMMERCIAL SERVICES EMPLOYEE STOCK OWNERSHIP PLAN
/s/ Richard M. Kahler
- -------------------------------
Signature
By: Richard M. Kahler,
President and Chief Executive Officer
of the Company; Member of ESOP
Administrative Committee
PAGE 6 OF 6
