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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12G/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BAY VIEW CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3078031
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1840 Gateway Drive, San Mateo, California 94404
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Stock Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 of the Application of Bay View Capital Corporation (the
"Company") for Registration of Stock Purchase Rights on Form 8-A,
dated August 3, 1990, as amended on Form 8 filed on September 7,
1990 and Form 8 filed on March 3, 1993 (the "Application"), is
hereby amended to substitute the following paragraph for the second
paragraph under Item 1 of the Application:
"The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of
(either, the "Separation Time") (i) the tenth business day (or
such later date as the Board of Directors of the Company may
from time to time fix by resolution adopted prior to the
Separation Time that would otherwise have occurred) after the
date on which any Person (as defined in the Rights Agreement)
(other than the Company, a majority-owned subsidiary of the
Company or any employee stock ownership or other employee
benefit plan of the Company or a majority-owned subsidiary of
the Company) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming the
Beneficial Owner of 10% or more of the outstanding shares of
Common Stock (any Person having such Beneficial Ownership
being referred to as an "Acquiring Person", which term shall
not include: (x) a Person who shall become the Beneficial
Owner of 10% or more of the outstanding shares of Common Stock
solely as a result of an acquisition by the Company of shares
of Common Stock until such time thereafter as such Person
shall become the Beneficial Owner (other than by means of a
stock dividend or stock split or by means of an acquisition
solely from the Company of up to 25% of the Common Stock by
such person if the issuance thereof was approved by the
Company's Board of Directors) of any additional shares of
Common Stock; (y) any Person who Beneficially Owns less than
15% of the outstanding shares of Common Stock, all of which
shares are owned by accounts under discretionary investment
management by investment management companies, no account of
which holds 7.5% or more of the outstanding shares of Common
Stock, provided, however, that this exception shall be
available only for so long as such Person is entitled to
report such holdings on a Schedule 13G; or (z) any Person who
is the Beneficial Owner of 10% or more of the outstanding
shares of Common Stock but who acquired Beneficial Ownership
of shares of Common Stock without any plan or intention to
seek or affect control of the Company, if such Person promptly
enters into an irrevocable commitment promptly to divest, and
thereafter promptly divests (without exercising or retaining
any power, including voting, with respect to such shares),
sufficient shares of Common Stock (or securities convertible
into, exchangeable into or exercisable for Common Stock) so
that such Person ceases to be the Beneficial Owner of 10% or
more of the outstanding shares of Common Stock), and (ii) the
tenth day after the first date (the "Flip-in Date") of public
announcement by the Company or an Acquiring Person that an
Acquiring Person has become such, other than as a result of a
Flip-over Transaction or Event (as defined below); providedthat if the
foregoing results in the Separation Time being
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prior to the Record Time, the Separation Time shall be the
Record Time and provided further that if a tender or exchange
offer referred to in clause (i) is canceled, terminated or
otherwise withdrawn prior to the Separation Time, without the
purchase of any shares of stock pursuant thereto, such offer
shall be deemed, for the purposes of this definition, never to
have been made. The Rights Agreement provides that, until the
Separation Time, the Rights will be transferred with and only
with the Common Stock. Common Stock certificates issued after
the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented
thereby and shall contain a legend incorporating by reference
the terms of the Rights Agreement (as such may be amended from
time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of
Common Stock outstanding at the Record Time shall also
evidence one Right for each share of Common Stock evidenced
thereby. Promptly following the Separation Time, separate
certificates evidencing the Rights ("Rights Certificates")
will be mailed to holders of record of Common Stock at the
Separation Time."
Item 2. Exhibits.
Item 2 of the Application is amended to add an Exhibit (4), as
follows:
Exhibit No. Description
(4) Amendment, dated as of October 10, 1997,
to the Stockholder Protection Rights
Agreement, dated as of July 31, 1990,
between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights
Agent, as successor to Manufacturers
Hanover Trust Company of California.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
BAY VIEW CAPITAL CORPORATION
Date: October 10, 1997 By: /s/ David A. Heaberlin
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David A. Heaberlin
Executive Vice President
and Chief Financial
Officer
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EXHIBIT 4
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AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
dated as of July 31, 1990 between
BAY VIEW CAPITAL CORPORATION
and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
WHEREAS, the purpose of this document (this "Amendment") is to amend
the Stockholder Protection Rights Agreement, dated as of July 31,
1990, between Bay View Capital Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, as successor to
Manufacturers Trust Company of California (the "Rights Agreement");
WHEREAS, this Amendment is in accordance with Section 5.4 of the
Rights Agreement.
NOW THEREFORE, in consideration of the premises, it is agreed as
follows:
1. Section 1.1 of the Rights Agreement is hereby amended by
revising the definition of "Acquiring Person" to read as follows in
its entirety:
"Acquiring Person" shall mean any Person who is a Beneficial
Owner of 10% or more of the outstanding shares of Common Stock;
provided, however, that the term "Acquiring Person" shall not
include (i) any Person who shall become the Beneficial Owner of 10%
or more of the outstanding shares of Common Stock solely as a
result of an acquisition by the Company of shares of Common Stock,
until such time thereafter as such Person shall become the
Beneficial Owner (other than by means of a stock dividend or stock
split) of any additional shares of Common Stock; (ii) any Person
who shall be come the Beneficial Owner of up to 25% of the
outstanding shares of Common Stock solely as a result of an
acquisition of Common stock from the Company which issuance by the
Company has been approved by a majority of the Company's Board of
Directors; (iii) any Person who Beneficially Owns less than 15% of
the outstanding shares of Common Stock, all of which shares are
owned by accounts under discretionary investment management by
investment management companies, no account of which holds 7.5% or
more of the outstanding shares of Common Stock, provided, however,
that this exception shall be available only for so long as such
Person is entitled to report such holdings on a Schedule 13G; or
(iv) any Person who is the Beneficial Owner of 10% or more of the
outstanding shares of Common Stock but who acquired Beneficial
Ownership of shares of Common Stock without any plan or intention
to seek or affect control of the Company, if such Person promptly
enters into an irrevocable commitment promptly to divest, and
thereafter promptly divests (without exercising or retaining any
power, including voting, with respect to such shares), sufficient
shares of Common Stock (or securities convertible into,
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exchangeable into or exercisable for Common Stock) so that such
Person ceases to be the Beneficial Owner of 10% or more of the
outstanding shares of Common Stock.
2. Section 4.4 of the Rights Agreement is hereby amended by
revising the fifth sentence of such section to read in its entirety
as follows: Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be either (a) a corporation
organized and doing business under the laws of the United States or
of the State of California, which is authorized under such law to
exercise the powers of the Rights Agent contemplated by this
Agreement and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50,000,000
or (b) an Affiliate of such a corporation.
3. Section 1.1 of the Rights Agreement is hereby amended by
adding at the end of the definition of the terms "Affiliate" and
"Associate" the following sentence: "For purposes of the fifth
sentence of Section 4.4 of this Agreement, the term "Affiliate"
shall be deemed to include any entity in which a corporation of the
type referred to in clause (a) of such sentence has an ownership
interest of 20% or more.
This Amendment may be executed in counterparts, which together
shall constitute a single instrument.<PAGE>
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of this 10th day of October, 1997.
ATTEST: BAY VIEW CAPITAL CORPORATION
/s/ Robert J. Flax By:/s/ David A. Heaberlin
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Robert J. Flax David A. Heaberlin
Secretary Executive Vice President and
Chief Financial Officer
ATTEST: CHASEMELLON SHAREHOLDER SERVICES
L.L.C.
By:/s/ Joseph W. Thatcher By:/s/ Duane Knutson
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Joseph W. Thatcher Duane Knutson
Assistant Vice President Assistant Vice President
