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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-4
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, Form 8 filed on March
3, 1993 and Form 8-A/A-3 filed on October 10, 1997 (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) (i) any
Person who Beneficially Owns less than 20% 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 10% or more of the outstanding shares of
Common Stock (an "Institutional Holder") or (ii) any Person who was an
Institutional Holder but ceased to be an Institutional Holder because
such Person became the Beneficial Owner of 20% 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, provided, however, that the exceptions set forth in this clause
(y) 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
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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); provided that if the foregoing
results in the Separation Time being 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 (5), as follows:
Exhibit No. Description
(5) Third Amendment, dated as of
September 28, 1998, 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: September 29, 1998 By:/s/ Robert J. Flax
Robert J. Flax
Executive Vice President,
General Counsel and Secretary
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THIRD 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:
Section 1.1 of the Rights Agreement be 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 become 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) (a) any
Person who Beneficially Owns less than 20% 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 10% or
more of the outstanding shares of Common Stock (an "Institutional Holder") or
(b) any Person who was an Institutional Holder but ceased to be an Institutional
Holder because such Person became the Beneficial Owner of 20% 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,
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provided, however, that the exceptions set forth in this clause (iii) 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, 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.
This Amendment may be executed in counterparts, which together shall
constitute a single instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 28th day of September, 1998.
ATTEST BAY VIEW CAPITAL CORPORATION
/s/ Robert J. Flax /s/ Edward H. Sondker
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Robert J. Flax By: Edward H. Sondker
Secretary Its: President and Chief Executive Officer
ATTEST CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
/s/ Asa Drew /s/ Duane Knutson
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Asa Drew By: Duane Knutson
Assistant Vice President Its: Assistant Vice President
