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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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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 issued by the Company pursuant
to the Stockholder Protection Rights Agreement, dated as of July 31, 1990, as
amended, 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.
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).
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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
