UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Bay View Capital Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
07262L101
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 5, 1998
(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 statement because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
PAGE 1 OF 13 PAGES
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SCHEDULE 13D
CUSIP NO. 07262L101 PAGE 2 OF 13 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,125,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
1,125,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 07262L101 PAGE 3 OF 13 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
1,125,000
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
1,125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 07262L101 PAGE 4 OF 13 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
1,125,000
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
1,125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 07262L101 PAGE 5 OF 13 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,125,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
1,125,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 07262L101 PAGE 6 OF 13 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,125,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
1,125,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 07262L101
---------
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock (the "Common
Stock"), par value $.01 per share of Bay View Capital Corporation, a Delaware
corporation (the "Company"), whose principal executive office is located at 1840
Gateway Drive, San Mateo, California 94404. The 1,125,000 shares of Common Stock
to which this statement relates are referred to herein as the "Shares."
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by Cramer Partners, L.P.,
a Delaware limited partnership (the "Partnership"), J.J. Cramer & Co., a
Delaware corporation and the investment adviser to and manager of the
Partnership (the "Manager"), Cramer Capital Corporation, a Delaware corporation
and the general partner of the Partnership, James J. Cramer and Karen L. Cramer
(collectively, the "Reporting Persons"). A copy of the Joint Filing Agreement
among the Reporting Persons is annexed hereto as Exhibit A.
The address of the principal business and principal office of the
Manager, the Partnership and Cramer Capital Corporation is 100 Wall Street, New
York, New York 10005. The business address of James Cramer and Karen Cramer is
100 Wall Street, New York, New York 10005. The present principal occupation or
employment of James Cramer is President of J.J. Cramer & Co. and the present
principal occupation or employment of Karen Cramer is Vice President of J.J.
Cramer & Co.
PAGE 7 OF 13 PAGES
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CUSIP NO. 07262L101
---------
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in 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. James Cramer and Karen Cramer are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were purchased with the personal funds of the Partnership in
the amount of $36,276,944.90.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were acquired for investment purposes. The Reporting Persons
may consider making additional purchases of equity securities of the Company in
open-market or private transactions, the extent of which purchases would depend
upon prevailing market and other conditions. Alternatively, the Reporting
Persons may sell all or a portion of their Shares in open-market or private
transactions, depending upon prevailing market conditions and other factors.
PAGE 8 OF 13 PAGES
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CUSIP NO. 07262L101
---------
Except as indicated above, the Reporting Persons have no plans or
proposals which relate to or would result in any of the events, actions or
conditions specified in paragraphs (a) through (j) of Item 4 of this Form.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This statement on Schedule 13D relates to the Shares beneficially owned
by the Reporting Persons, which constitute approximately 5.5% of the
issued and outstanding shares of the Company.
(b) The Partnership, Cramer Capital Corporation and the Manager have sole
voting and dispositive power with respect to the Shares. James Cramer
and Karen Cramer have shared voting and dispositive power with respect
to the Shares.
(c) Within the past sixty days, the Reporting Persons purchased or
otherwise acquired Shares on the dates, in the amounts and at the
prices set forth on Exhibit B attached hereto and incorporated by
reference herein. Except where as noted, all of such purchases were
made on the open market.
(d) Not applicable.
(e) Not applicable.
PAGE 9 OF 13 PAGES
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CUSIP NO. 07262L101
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As discussed in Item 2 above, the Manager acts as investment adviser to
the Partnership. James Cramer is the President of the Manager and Karen Cramer
is the Vice President. Except as set forth above, there exist no contracts,
arrangements, understandings or relationships legal or otherwise among the
persons named in Item 2 and between such persons and any persons with respect to
any securities of the Company, including, but not limited to transfer or voting
of any securities, finders' fees, joint ventures, loan or option agreements, put
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement
Exhibit B Transactions in Common Stock Within Past
60 Days
PAGE 10 OF 13 PAGES
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CUSIP NO. 07262L101
---------
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.
Dated: May 13, 1998
J.J. CRAMER & CO.
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: President
/s/ James J. Cramer
-------------------
James J. Cramer
/s/ Karen L. Cramer
-------------------
Karen L. Cramer
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION
its general partner
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: President
PAGE 11 OF 13 PAGES
CUSIP NO. 07262L101
---------
EXHIBIT A
---------
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the Schedule
13D filed herewith and any amendments thereto relating to the acquisition of
shares of the Common Stock of the Company is filed jointly on behalf of each
such person.
Dated: May 13, 1998
J.J. CRAMER & CO.
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: President
/s/ James J. Cramer
-------------------
James J. Cramer
/s/ Karen L. Cramer
-------------------
Karen L. Cramer
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION
its general partner
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: President
PAGE 12 OF 13 PAGES
CUSIP NO. 07262L101
---------
EXHIBIT B
---------
Transactions in Common Stock of The Company
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
- ----------- -------------- -------------- ----
03/12/98 12,500 34.875 P
03/17/98 48,000 35.362 P
03/17/98 2,000 34.915 P
03/18/98 15,000 35.500 P
03/18/98 20,000 35.125 P
03/19/98 10,000 35.875 P
03/19/98 7,500 35.708 P
03/20/98 110,000 35.832 P
03/24/98 10,000 35.250 P
03/25/98 30,000 35.010 P
03/26/98 35,000 34.632 P
03/27/98 7,000 34.411 P
03/30/98 4,000 33.813 P
03/31/98 25,000 34.705 P
04/24/98 25,000 33.475 P
04/24/98 75,000 33.125 P
04/27/98 125,000 31.150 P
04/27/98 40,000 31.875 P
04/27/98 20,000 31.915 P
04/29/98 5,000 31.665 P
04/30/98 39,000 32.654 P
05/01/98 10,000 32.750 P
05/04/98 25,000 32.625 P
05/05/98 74,000 31.431 P
05/05/98 1,000 31.165 P
05/05/98 50,000 31.375 P
PAGE 13 OF 13 PAGES
