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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
August 27, 1998
BAY VIEW CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-17901 94-3078031
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) Number)
1840 Gateway Drive, San Mateo, California 94404
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (650) 573-7300
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N/A
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(Former name or former address, if changed since last Report)
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Item 5. Other Events
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On August 27, 1998, Bay View Capital Corporation (the "Company") issued
the press releases attached hereto as Exhibit 99.1, 99.2 and 99.3.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed as part
of this Report and are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
BAY VIEW CAPITAL CORPORATION
Date: August 31, 1998 By:/s/ David A. Heaberlin
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David A. Heaberlin
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
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99.1 Press Release dated August 27, 1998
99.2 Press Release dated August 27, 1998
99.3 Press Release dated August 27, 1998
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Bay View
Capital Corporation News Release
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NASDAQ SYMBOL: BVCC
Web Site: www.bayviewcapital.com
Contact: David A. Heaberlin
(650) 312-7272
FOR IMMEDIATE RELEASE
August 27, 1998
BAY VIEW CAPITAL INCREASES SHARE REPURCHASE PROGRAM
San Mateo, California - Bay View Capital Corporation (the "Company") announced
today that its Board of Directors has authorized increasing the Company's share
repurchase program to up to $50 million in shares of the Company's common stock.
The Board believes the Company's shares at current valuations are extremely
attractive.
The Company's Board of Directors had previously authorized repurchasing
up to S25 million in shares of the Company's common stock. Since announcing this
initial authorization, the Company has repurchased approximately 530,000 shares
at an average cost per share of $22.63.
Bay View Capital Corporation is a diversified financial services
holding company headquartered in San Mateo, California. Its business activities
are concentrated in three principal areas: Bay View Bank, its Banking Platform;
Bay View Acceptance Corporation, its Consumer Finance Platform; and Concord
Growth Corporation, its Commercial Finance Platform.
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Bay View
Capital Corporation News Release
-----------------
NASDAQ SYMBOL: BVCC
Web Site: www.bayviewcapital.com
Contact: David A. Heaberlin
(650) 312-7272
FOR IMMEDIATE RELEASE
August 27, 1998
BAY VIEW BANK FILING APPLICATION TO CONVERT CHARTER
San Mateo, California - Bay View Capital Corporation (the "Company") announced
today that its Board of Directors has authorized management to initiate the
steps necessary to convert Bay View Bank from a federally chartered savings bank
regulated by the Office of Thrift Supervision ("OTS") to a national bank
regulated by the Office of the Comptroller of the Currency ("OCC").
For the past two and a half years, Bay View Bank has been transforming
itself from a traditional thrift, primarily focused on mortgage-based assets and
certificates of deposit, to a commercial bank-like entity. Specifically:
. Transaction accounts (e.g., checking, savings and money market
accounts) have increased from 21.3% of total retail deposits at
December 31, 1995 to over 44% today.
. Consumer and commercial loan originations have increased from less than
5% of total originations in 1995 to over 75% today.
. Consumer and commercial loans have increased from less than 2% of gross
loans at December 31, 1995 to over 20% today.
. Net interest margin has increased from 1.86% in 1995 to approximately
3.0% today.
Edward H. Sondker, the Company's President and Chief Executive Officer,
commented, "The charter conversion is the next logical step in Bay View Bank's
transformation to commercial bank status. The commercial bank charter will
provide us with additional flexibility consistent with our strategic focus on
consumer and commercial assets."
The Company has met with both the OCC and the OTS and is currently in
the process of completing its application to file with the OCC. The Company
anticipates obtaining OCC approval during the fourth quarter of 1998.
Bay View Capital Corporation is a diversified financial services
holding company headquartered in San Mateo, California. Its business activities
are concentrated in three principal areas: Bay View Bank, its Banking Platform;
Bay View Acceptance Corporation, its Consumer Finance Platform; and Concord
Growth Corporation, its Commercial Finance Platform.
Forward-Looking Statements
Certain statements included in this press release, in filings by the
Company with the Securities and Exchange Commission, in other press releases or
shareholder communications or in oral statements made with the approval of an
authorized executive officer, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and are subject to a number of risks and
uncertainties. Any such forward-looking statements should not be relied upon as
predictions of future events. Certain such forward-looking statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "are expected to," "will," "will allow," "will continue,"
"will likely result," should," "would be," "seeks," "approximately," "intends,"
"plans," "projects," "estimates" or "anticipates" or similar expressions or the
negative thereof or other variations thereof or comparable terminology, or by
discussions of strategy, plans or intentions. In addition, all information
included herein or therein with respect to projected or future results of
operations, financial condition, financial performance or other financial or
statistical matters constitute such forward-looking statements. Such
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forward-looking statements are necessarily dependent on assumptions, data or
methods that may be incorrect or imprecise and that may be incapable of being
realized and in some instances are based on consensus estimates of analysts not
affiliated with the Company. Such forward-looking statements are also subject to
numerous factors which could cause actual results and other matters to differ
materially from those in such forward-looking statements. As a result of the
foregoing, no assurance can be given as to future results of operations or
financial condition or as to any other matters covered by any such
forward-looking statements, and the Company wishes to caution investors not to
rely on any such forward-looking statements. The Company does not undertake, and
specifically disclaims any obligation, to update any forward-looking statements
to reflect occurrences or unanticipated events or circumstances after the date
of such statements.
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Bay View
Capital Corporation News Release
-----------------
NASDAQ SYMBOL: BVCC
Web Site: www.bayviewcapital.com
Contact: David A. Heaberlin
(650) 312-7272
FOR IMMEDIATE RELEASE
August 27, 1998
BAY VIEW CAPITAL CANCELS PROPOSED PSB LENDING ACQUISITION
San Mateo, California - Bay View Capital Corporation (the "Company") announced
today that its Board of Directors has cancelled the Company's proposed
acquisition of PSB Lending Corp. ("PSBL"). As previously announced, the
Company's federal banking regulatory agency, the Office of Thrift Supervision
("OTS"), has been considering new guidelines specifically addressing high
loan-to-value ("HLTV") home equity loans. The OTS today issued Thrift Bulletin
72 which limits the amount of HLTV home equity loans a thrift institution may
hold. These new limits prevent the Company from achieving the original economic
assumptions.
In conjunction with this decision, the Company will incur approximately
$850,000 in pre-tax special charges during the third quarter of 1998,
representing the write-off of certain acquisition costs incurred and initially
deferred by the Company. The Company may incur additional charges as it unwinds
the acquisition.
In light of the decision to cancel the PSBL acquisition, coupled with
the acceleration of prepayments on mortgage-based assets, the Company will not
meet its 1998 core earnings consensus estimate as reported by First Call. The
Company will provide more specific earnings guidance to the analytical community
in the next several weeks. David A. Heaberlin, the Company's Executive Vice
President and Chief Financial Officer, commented, "Given the current economic
environment and the resulting difficulty in identifying assets with sufficient
risk-adjusted yields, we do not intend to maintain the Company's balance sheet
at its current size. We anticipate that the balance sheet will shrink to
approximately $5.0 billion, a level we currently estimate to be sustainable by
current loan origination levels."
Bay View Capital Corporation is a diversified financial services
holding company headquartered in San Mateo, California. Its business activities
are concentrated in three principal areas; Bay View Bank, its Banking Platform;
Bay View Acceptance Corporation, its Consumer Finance Platform; and Concord
Growth Corporation, its Commercial Finance Platform..
Forward-Looking Statements
Certain statements included in this press release, in filings by the
Company with the Securities and Exchange Commission, in other press releases or
shareholder communications or in oral statements made with the approval of an
authorized executive officer, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and are subject to a number of risks and
uncertainties. Any such forward-looking statements should not be relied upon as
predictions of future events. Certain such forward-looking statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "are expected to," "will," "will allow," "will continue,"
"will likely result," should," "would be," "seeks," "approximately," "intends,"
"plans," "projects," "estimates" or "anticipates" or similar expressions or the
negative thereof or other variations thereof or comparable terminology, or by
discussions of strategy, plans or intentions. In addition, all information
included herein or therein with respect to projected or future results of
operations, financial condition, financial performance or other financial or
statistical matters constitute such forward-looking statements. Such
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forward-looking statements are necessarily dependent on assumptions, data or
methods that may be incorrect or imprecise and that may be incapable of being
realized and in some instances are based on consensus estimates of analysts not
affiliated with the Company. Such forward-looking statements are also subject to
numerous factors which could cause actual results and other matters to differ
materially from those in such forward-looking statements. As a result of the
foregoing, no assurance can be given as to future results of operations or
financial condition or as to any other matters covered by any such
forward-looking statements, and the Company wishes to caution investors not to
rely on any such forward-looking statements. The Company does not undertake, and
specifically disclaims any obligation, to update any forward-looking statements
to reflect occurrences or unanticipated events or circumstances after the date
of such statements.
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