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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/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
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(Exact name of registrant as specified in its charter)
Delaware 94-3078031
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1840 Gateway Drive, San Mateo, California 94404
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Stock Purchase Rights New York Stock Exchange
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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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A description of the stock purchase rights (the "Rights") issued by Bay
View Capital Corporation (the "Company") pursuant to the Stockholder Protection
Rights Agreement, dated as of July 31, 1990, as amended (the "Rights
Agreement"), is set forth under "Description of Capital Stock-Rights Agreement"
contained in the prospectus dated October 19, 1998 filed, along with the
prospectus supplement dated December 16, 1998, by the Company and Bay View
Capital I 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, and is incorporated herein by reference.
On October 22, 1999, the Rights Agreement was amended. A copy of the
amendment is attached as an exhibit to this filing. See Item 2 below.
Item 2. Exhibits.
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Item 2 of the Company's Registration Statement on Form 8-A registering the
Rights, filed with the Commission on March 9, 1999, is amended to add an Exhibit
8, as follows:
8. Fourth Amendment to the Rights Agreement, dated October 22, 1999.
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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:November 1, 1999 By: /s/ Robert J. Flax
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Robert J. Flax
Executive Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description
(2) Fourth Amendment to the Rights Agreement, dated October 22, 1999.
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FOURTH 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:
1. Section 1.1 of the Rights Agreement is hereby amended by revising the
definition of "Acquiring Person" to read in its entirety as follows:
"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)(I) any Person who
Beneficially Owns less than 25% 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 12.5% or more of
the outstanding shares of Common Stock or (II) any Person who is the holder of
any account referred to in subclause (I) of this subclause (a) (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 25% or more (in the case of a Person referred to in subclause (a)(I) of
this clause (iii)) or 12.5% or more (in the case of a Person referred to in
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subclause (a)(II) of this clause (iii)) 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 (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.
2. Section 4.3(c) of the Rights Agreement is hereby amended to read in its
entirety as follows:
(c) The Rights Agent will be liable or responsible hereunder only for its
own gross negligence, bad faith or willful misconduct. Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent
has been advised of the likelihood of such loss or damage.
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
22nd day of October, 1999.
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
Its: Assistant Vice President
