SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 1998
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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 File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
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 4. Changes in Registrant's Certifying Accountant.
As previously indicated in Bay View Capital Corporation's (the
"Company's") Annual Meeting proxy statement dated April 20, 1998, the
Company had been formally reviewing which independent accountants were
to be appointed as the Company's independent auditors for the fiscal
year ending December 31, 1998. On April 29, 1998, the Company decided to
replace Deloitte & Touche LLP, the Company's principal accountants for
the fiscal year ended December 31, 1997, with a firm not named as of
such date. The decision to replace Deloitte & Touche LLP was approved by
the audit committee of the Company's Board of Directors.
In connection with the audits of the fiscal years ended December 31,
1996 and 1997 and through April 29, 1998, there were no disagreements
with Deloitte & Touche LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference to the subject matters of the
disagreements in connection with their opinion.
The audit reports of Deloitte & Touche LLP on the Company's consolidated
financial statements as of and for the years ended December 31, 1997 and
1996, did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
The Company requested that Deloitte & Touche LLP furnish the Company
with a letter, as promptly as possible, addressed to the Securities and
Exchange Commission, stating whether they agree with the statements in
this Item 4, and if not, stating the respects in which they do not
agree. A copy of such letter is filed as Exhibit 16 to this Form
8-K/A-2.
Item 7. Financial Statements and Exhibits
c) Exhibits
16 Letter of Deloitte & Touche LLP dated June 12, 1998
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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 hereunto duly authorized.
BAY VIEW CAPITAL CORPORATION
Date: June 12, 1998 By: /s/ David A. Heaberlin
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David A. Heaberlin
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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16 Letter of Deloitte & Touche LLP dated
June 12, 1998
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Exhibit 16
[LETTERHEAD OF DELOITTE & TOUCHE LLP, SAN FRANCISCO, CA]
June 12, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Bay View
Capital Corporation dated April 29, 1998 as amended on Form 8-K/A-2.
Yours truly,
/s/ Deloitte & Touche LLP
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[LETTERHEAD OF SILVER, FREEDMAN & TAFF, L.L.P.]
June 12, 1998
VIA EDGAR
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Todd K. Schiffman
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Dear Mr. Schiffman:
Enclosed is the Current Report on Form 8-K of Bay View Capital Corporation
(the "Company") dated April 29, 1998, as amended on Form 8-K/A-2 (the "Form
8-K"). The Form 8-K has been amended in response to the Staff's letter to the
Company dated May 19, 1998 to indicate that there were no disagreements with the
Company's former auditors through the date of their dismissal.
Please call the undersigned at (202) 414-6125 if you have any questions
regarding the foregoing.
Sincerely,
/s/ Craig M. Scheer
Craig M. Scheer
Enclosure
cc: Jeffrey Butcher
