SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 1999
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BAY VIEW CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-14879 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) 312-7200
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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 2. Acquisition or Disposition of Assets.
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On November 1, 1999, Bay View Capital Corporation ("Bay View") issued the
press release included as Exhibit 99 to this report and incorporated by
reference herein, announcing the consummation of its merger (the "Merger") with
Franchise Mortgage Acceptance Company ("FMAC"). Bay View's Registration
Statement on Form S-4 (File No. 333-86621) (the "Registration Statement"), sets
forth information regarding the Merger, including the merger agreement, the
effective time and manner of the Merger, a description of the assets involved,
the nature and amount of consideration paid, the method used for determining the
amount of such consideration, the nature of any material relationships, the
nature of FMAC's business and Bay View's intended use of the assets acquired in
the Merger.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
The Consolidated Financial Statements, and the notes thereto, of FMAC
(Commission File No. 0-23282) are contained in FMAC's Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1998 and its
Quarterly Reports on Form 10-Q for the quarterly periods ended March
31 and June 30, 1999, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Financial Information of
Bay View and FMAC are contained on pages 60 through 64 of the
Registration Statement and are incorporated herein by reference.
Bay View continues to evaluate the purchase accounting adjustments
related to the Merger. The amount of goodwill to be recorded as of the
Merger date is expected to be approximately $200 million. This
goodwill amount represents the preliminary estimate of the excess of
the purchase price over the fair value of net assets acquired and
liabilities assumed based on information available as of this date. No
assurance can be given that the final goodwill amount will not be more
or less than this estimated amount.
(c) Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed as
part of this Report and are incorporated herein by reference.
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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: November 10, 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
Number Description
23 Consent of KPMG LLP
99 Press release of Bay View, dated November 1, 1999.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 33-30602, 33-30603, 33-36161, 33-41924, 33-95724, 33-95726,
333-37027, 333-37029, 333-37031, 333-76553, 333-76555, and 333-76557) and in the
Registration Statements on Form S-3 (Nos. 333-29757 and 333-64877) of Bay View
Capital Corporation of our report dated January 19, 1999, (except as to notes
22, 23, and 20 to the consolidated financial statements, which are as of
February 16, 1999, March 10, 1999, and March 29, 1999, respectively) with
respect to the consolidated balance sheets of Franchise Mortgage Acceptance
Company as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in stockholders' or members' equity and cash flows
for each of the years in the three-year period ended December 31, 1998, which
report appears in the December 31, 1998 annual report on Form 10-K, as amended
by Form 10-K/A dated April 22, 1999, of Franchise Mortgage Acceptance Company.
/s/ KPMG LLP
Los Angeles, California
November 9, 1999
BAY VIEW CAPITAL CORPORATION
NYSE: BVC
Web Site: www.bayviewcapital.com
Contact: David A. Heaberlin
(650) 312-7272
FOR IMMEDIATE RELEASE
November 1, 1999
BAY VIEW CAPITAL AND FRANCHISE MORTGAGE COMPLETE MERGER
SAN MATEO, CALIFORNIA - Bay View Capital Corporation (Bay View, NYSE: BVC)
and Franchise Mortgage Acceptance Company (FMAC, Nasdaq: FMAX) today announced
the completion of the merger between the two companies.
Pursuant to the merger agreement, each FMAC shareholder elected to receive
either $9.80 in cash or 0.5444 shares of Bay View common stock. These elections
were adjusted to ensure that 85% of the FMAC common shares were paid in Bay View
stock and 15% were paid in cash. The Company anticipates that the stock and cash
distributions will be made on Wednesday, November 3, 1999.
Edward H. Sondker, the Company's President and Chief Executive Officer,
commented, "This acquisition represents another significant milestone in Bay
View's ongoing transformation to a commercial bank. We would like to take this
opportunity to welcome our new employees, customers and shareholders."
Bay View Capital Corporation is a diversified financial services holding
company with over $6 billion in assets. Headquartered in San Mateo, California,
it is the parent company of Bay View Bank, N.A. and its subsidiaries, Bay View
Acceptance Corporation, Bay View Commercial Finance Group, Bay View Franchise
Mortgage Acceptance Company, and Bankers Mutual.
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