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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. One)*
Onyx Acceptance Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
682 914 106
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(CUSIP Number)
Robert J. Flax
Executive Vice President, General Counsel and Secretary
Bay View Capital Corporation
1840 Gateway Drive, San Mateo, California 94404
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 1998
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(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 __.
*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).<PAGE>
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CUSIP NO. 682 914 106 13D
1 NAME OF REPORTING PERSON
IDENTIFICATION NUMBER OF ABOVE PERSON
(VOLUNTARY)
Bay View Capital Corporation 94-3078031
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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
WC
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5 CHECK 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
Delaware
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7 SOLE VOTING POWER
NUMBER OF 180,530
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 180,530
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,530
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
__
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
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14 TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the common stock, par value $.01 per share (the
"Onyx Common Stock"), of Onyx Acceptance Corporation ("Onyx").
The principal executive offices of Onyx are located at 8001
Irvine Center Drive, 5th Floor, Irvine, California 92618.
Item 2. Identity and Background
This statement is being filed by Bay View Capital
Corporation, a Delaware corporation ("Bay View"). The principal
executive offices of Bay View are located at 1840 Gateway Drive,
San Mateo, California 94404. Bay View is a diversified financial
services company which conducts its business through its primary
wholly owned subsidiaries (i) Bay View Bank, a federally
chartered stock savings bank, (ii) Bay View Acceptance
Corporation, a consumer finance company which originates prime
motor vehicle loans through its wholly owned subsidiaries Bay
View Credit and Ultra Funding, Inc. and (iii) Concord Growth
Corporation, a commercial finance company.
Information regarding each of the directors and executive
officers of Bay View is set forth on Schedule I attached hereto.
Each of such persons is a citizen of the United States.
During the last five years, neither Bay View nor, to the
best of Bay View's knowledge, any of the individuals listed in
Schedule I, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
No Amendment.
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Item 4. Purpose of Transaction
The Warrant (as defined in Item 3 of Bay View's Schedule 13D
relating to the Onyx Common Stock filed on March 26, 1998) was
issued to Bay View by Onyx in consideration for Bay View's
extension of credit to Onyx pursuant to the Term Loan Agreement
(as defined in Item 3 of Bay View's Schedule 13D relating to the
Onyx Common Stock filed on March 26, 1998). Bay View regularly
explores merger, acquisition, strategic alliance and other
business combination opportunities that it believes will further
its objective of building a diversified financial services
company through investments in niche businesses with
risk-adjusted returns that enhance shareholder value. On January
26, 1998, Bay View announced the formation of a strategic
alliance with Onyx pursuant to which Bay View will purchase
certain retail motor vehicle sales contracts originated by Onyx.
Bay View does not have any current plans to engage in any other
transactions with Onyx. Bay View may, however, depending on
market conditions and other factors, purchase shares of Onyx
Common Stock through the exercise of the Warrant.
Except as noted above, neither Bay View nor any of the
persons listed in Schedule I has any plans or proposals
which relate to or would result in:
(a) the acquisition by any person of additional securities
of Onyx, or the disposition of securities of Onyx;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Onyx or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
Onyx or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of Onyx, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the Board;
(e) any material change in the present capitalization or
dividend policy of Onyx;
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(f) any other material change in Onyx's business or
corporate structure;
(g) changes in Onyx's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Onyx by any person;
(h) causing a class of securities of Onyx to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-quotation system of a
registered national securities association;
(i) a class of equity securities of Onyx becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The aggregate number of shares of Onyx Common Stock
beneficially owned by Bay View is 180,530 shares, representing
approximately 2.9% of the outstanding shares of Onyx Common
Stock. This amount represents 180,530 shares which Bay View has
the right to purchase, at any time from time to time, pursuant to
the Warrant, at an exercise price of $8.8750 per share (subject
to adjustment in the event of a stock dividend, stock split or
similar transaction). Bay View would have sole voting and
dispositive power over all 180,530 shares covered by the Warrant
if it were exercised.
As reported on Bay View's Schedule 13D filed on March 26,
1998, Bay View had acquired, in addition to the Warrant, 150,000
shares of Onyx Common Stock through open market brokerage
transactions. Bay View recently disposed of all 150,000 shares
in open market brokerage transactions, as follows: (i) 50,000
shares sold on July 21, 1998 at $10.1250 per share; (ii) 7,000
shares sold on July 22, 1998 at $10.0446 per share; (iii) 12,500
shares sold on July 23, 1998 at $9.7500 per share; (iv) 5,000
shares sold on July 23, 1998 at $9.8125 per share; (v) 5,000
shares sold on July 23, 1998 at $9.8750 per share; (vi) 5,000
shares sold on July 23, 1998 at $10.1875 per share; (vii) 5,000
shares sold on July 23, 1998 at $10.2500 per share; (viii)35,500
shares sold on July 24, 1998 at $9.2500 per share; (ix) 1,000
shares sold on July 27, 1998 at $9.3750 per share; and (x) 24,000
shares sold on July 27, 1998 at $9.2500 per share.
Bay View ceased to be the beneficial owner of more than five
percent of the Onyx Common Stock on July 21, 1998.
None of the individuals identified in Schedule I
beneficially owns any shares of Onyx Common Stock.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of
the Issuer
No Amendment.
Item 7. Material to be Filed as Exhibits
No Amendment.
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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.
BAY VIEW CAPITAL CORPORATION
Date: July 29, 1998 /s/ ROBERT J. FLAX
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Robert J. Flax
Executive Vice President,
General Counsel and Secretary
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Schedule I
Information Regarding Directors and Executive Officers
of Bay View
The name, present principal occupation or employment, and the
name and principal business of any corporation or other
organization in which such employment is conducted, of each of
the directors and executive officers of Bay View, is set forth
below. The address of each person listed below is Bay View
Capital Corporation, 1840 Gateway Drive, San Mateo, California
94404.
Principal Occupation,
if other than as an
Position Executive Officer
Name with Bay View of Bay View
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Richard E. Arnold Executive Vice
President
John N. Buckley Executive Vice
President
Paula R. Collins Director Principal, The WDG
Companies, San
Francisco, CA
Roger K. Easley Director Chairman, President
and Chief Executive
Officer, Seven-Up
Bottling Company of
San Francisco, CA
Robert J. Flax Executive Vice
President, General
Counsel & Secretary
Thomas M. Foster Director Independent
Financial
Consultant
Robert M. Greber Director Chairman and Chief
Executive Officer,
Pacific Exchange
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David A. Heaberlin Executive Vice
President and
Chief Financial
Officer
George H. Krauss Director Of Counsel, Kutack
Rock, Omaha, NE
John R. McKean Chairman of President, John R.
the Board McKean & Co.,(CPAs)
San Francisco, CA
Stephen T. McLin Director President and Chief
Executive Officer,
America First
Financial
Corporation, San
Francisco, CA;
Chairman and Chief
Executive Officer,
STM Holdings, Inc.,
San Francisco, CA
Ronald L. Reed Executive Vice
President
Angelo J. Siracusa Director Retired
Edward H. Sondker President, Chief
Executive Officer
and Director
Carolyn P. Executive Vice
Williams-Goldman President
W. Blake Winchell Director Managing Director,
Generation Ventures,
LLC
