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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
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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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Common Stock, par value $0.01 per share New York Stock Exchange
9 1/8% Subordinated Notes due 2007 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 common stock, par value $0.01 per share (the "Common
Stock"), of Bay View Capital Corporation (the "Company") is set forth under
"Description of Capital Stock-Common Stock," "-Section 203 of the Delaware Law"
and "-Certain Provisions of the Amended and Restated Certificate of
Incorporation and Bylaws" contained in the prospectus (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 (the "Act"), and is incorporated herein
by reference.
A description of the Company's 9 1/8% Subordinated Notes due 2007 (the
"Notes") is set forth under "Description of Notes" contained in the prospectus
supplement dated August 22, 1997 filed by the Company with the Commission on
August 26, 1997 pursuant to Rule 424(b) under the Act, and is incorporated
herein by reference.
Item 2. Exhibits.
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1. Restated Certificate of Incorporation of the Company, together with
Certificate of Amendment of Restated Certificate of Incorporation
(filed as an exhibit to the Company's Registration Statement on Form
S-3 (No. 333-29757) and incorporated herein by reference).
2. By-Laws of the Company (filed as an exhibit to the Company's Current
Report on Form 8-K filed on January 10, 1994 (File No. 0-17901) and
incorporated herein by reference).
3. Stockholder Protection Rights Agreement (the "Rights Agreement") dated
as of July 31, 1990, between the Company and ChaseMellon Shareholder
Services, L.L.C., as successor rights agent (filed as an exhibit to the
Company's Form 8 filed on September 7, 1990 amending the Company's
Registration Statement on Form 8-A filed on August 6, 1990 (the "Form
8-A") (File No. 0-17901) and incorporated herein by reference).
4. First Amendment to the Rights Agreement, dated February 26, 1993 (filed
as an exhibit to the Company's Form 8 filed on March 9, 1993 amending
the Form 8-A (File No. 0-17901) and incorporated herein by reference).
5. Second Amendment to the Rights Agreement, dated October 10, 1997 (filed
as an exhibit to the Company's third amendment to the Form 8-A on Form
8-A/A-3 filed on October 10, 1997 (File No. 0-17901) and incorporated
herein by reference).
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6. Third Amendment to the Rights Agreement, dated September 28, 1998
(filed as an exhibit to the Company's fourth amendment to the Form 8-A
on Form 8-A/A-4 filed on September 29, 1998 (File No. 0-17901) and
incorporated herein by reference).
7. Form of Rights Certificate and Election to Exercise pursuant to Rights
Agreement (filed as an exhibit to the Company's Form 8 filed on March
9, 1993 amending the Form 8-A (File No. 0- 17901) and incorporated
herein by reference).
8. Indenture, dated as of August 28, 1997, between the Company and
SunTrust Bank, Central Florida, National Association, relating to the
Notes (the "Indenture") (filed as an exhibit to the Company's Current
Report on Form 8-K filed on August 28, 1997 (File No. 0-17901) and
incorporated herein by reference.
9. Officers' Certificate pursuant to the Sections 201 and 301 of the
Indenture (filed as an exhibit to the Company's Current Report on Form
8-K filed on August 28, 1997 (File No. 0-17901) and incorporated herein
by reference).
10. First Supplemental Indenture to the Indenture, dated October 30, 1998
(filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the Quarterly Period ended September 30, 1998 (File No. 0-17901) and
incorporated herein by reference).
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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: March 8, 1999 By: /s/ Robert J. Flax
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Robert J. Flax
Executive Vice President,
General Counsel and
Secretary
