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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
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 BAY VIEW CAPITAL I
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(Exact name of registrant as (Exact name of registrant
specified in its charter) as specified in its charter)
DELAWARE 94-3078031 DELAWARE APPLIED FOR
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(State or other (I.R.S. Employer (State or other (I.R.S. Employer
jurisdiction of Identification No.) jurisdiction of Identification No.)
incorporation or incorporation or
organization) organization)
1840 GATEWAY DRIVE 1840 GATEWAY DRIVE
SAN MATEO, CALIFORNIA 94404 SAN MATEO, CALIFORNIA 94404
(650) 573-7300 (650) 573-7300
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(Address, including ZIP Code, (Address, including ZIP Code,
and telephone number, including and telephone number, including
area code, of (registrant's area code, of (registrant's
principal executive offices) principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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9.76% Cumulative New York Stock Exchange
Capital Securities of
Bay View Capital I,
and the guarantee of
Bay View Capital
Corporation with
respect thereto
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this item is set forth under the captions
"Description of the Capital Securities" "Description of the Guarantee" and
"Description of the Debentures" in the prospectus supplement filed by the
Registrants with the Securities and Exchange Commission (the "Commission") on
December 16, 1998 pursuant to Rule 424(b)under the Securities Act of 1933, as
amended, which information is incorporated herein by reference.
Item 2. EXHIBITS
1. Certificate of Trust of Bay View Capital I (incorporated herein by
reference to Exhibit 4(j) to the Registrants' Registration Statement on
Form S-3 filed with the Commission on September 30, 1998 (File No.
333-64877)).
2. Trust Agreement of Bay View Capital I (incorporated herein by reference to
Exhibit 4(l) to the Registrants' Registration Statement on Form S-3 filed
with the Commission on September 30, 1998 (File No. 333-64877)).
3. Amended and Restated Declaration of Trust of Bay View Capital I
(incorporated herein by reference to Exhibit 4.1 to the Registrants'
Current Report on Form 8-K filed with the Commission on December 22, 1998
(File Nos. 0- 17901 and 0-17901-01)).
4. Guarantee Agreement with respect to the Capital Securities (incorporated
herein by reference to Exhibit 4.2 to the Registrants' Current Report on
Form 8-K filed with the Commission on December 22, 1998 (File Nos. 0- 17901
and 0-17901-01)).
5. Indenture with respect to Bay View Capital Corporation's 9.76% Junior
Subordinated Deferrable Interest Debentures due December 31, 2028 (the
"Debentures") (incorporated herein by reference to Exhibit 4.3 to the
Registrants' Current Report on Form 8-K filed with the Commission on
December 22, 1998 (File Nos. 0-17901 and 0-17901-01)).
6. First Supplemental Indenture with respect to the Debentures (incorporated
herein by reference to Exhibit 4.4 to the Registrants' Current Report on
Form 8-K filed with the Commission on December 22, 1998 (File Nos. 0- 17901
and 0-1901-01)).
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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, thereunto duly authorized.
BAY VIEW CAPITAL CORPORATION
DATE: March 8, 1999 By: /s/ Robert J. Flax
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Robert J. Flax
Executive Vice President,
General Counsel and
Secretary
BAY VIEW CAPITAL I
By: /s/ Robert J. Flax
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Robert J. Flax
Regular Trustee
