UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
BAY BANCSHARES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
07203N109
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(CUSIP Number)
December 31, 1997
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 07203N109 SCHEDULE 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
Pine Capital Management Incorporated 94-3146402
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [ ] (b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF SHARES 5. SOLE VOTING POWER 0 shares
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BENEFICIALLY OWNED 6. SHARED VOTING POWER 98,300 shares
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BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 99,800 shares
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PERSON WITH 8. SHARED DISPOSITIVE POWER 0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,800 shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.87%
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12. TYPE OF REPORTING PERSON
IA
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CUSIP NO. 07203N109 SCHEDULE 13G Page 3 of 7 Pages
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1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
Hoefer & Arnett Incorporated 94-2831518
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) [ ] (b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF SHARES 5. SOLE VOTING POWER 0 shares
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BENEFICIALLY OWNED 6. SHARED VOTING POWER 0 shares
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BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 3,000 shares
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PERSON WITH 8. SHARED DISPOSITIVE POWER 0 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000 shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.15%
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12. TYPE OF REPORTING PERSON
BD
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CUSIP NO. 07203N109 SCHEDULE 13G Page 4 of 7 Pages
This Schedule 13G, dated April 28, 1998, of Pine Capital Management
Incorporated and Hoefer & Arnett Incorporated relates to the shares of Common
Stock of Bay Bancshares, Inc., a Texas corporation ("Company").
Item 1(a). Name of Issuer:
Bay Bancshares, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1001 Highway 146 South, La Porte, Texas 77571
Item 2(a). Name of Person Filing:
(a) Pine Capital Management Incorporated
(b) Hoefer & Arnett Incorporated
Item 2(b). Address of Principal Business Offices or, if none, Residence:
(a) 353 Sacramento Street, 10th Floor, San Francisco, California 94111
(b) 353 Sacramento Street, 10th Floor, San Francisco, California 94111
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
07203N109
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CUSIP NO. 07203N109 SCHEDULE 13G Page 5 of 7 Pages
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [X] Broker or dealer registered under Section 15 of the Securities
Exchange Act of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
(e) [X] An investment advisor in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
See Item 6.
If this statement is filed pursuant to Section 240.13d-1(c), check this
box [ ].
Item 4. Ownership:
(a) Amount beneficially owned: 102,800 shares
(b) Percent of class: 5.02%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
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CUSIP NO. 07203N109 SCHEDULE 13G Page 6 of 7 Pages
(ii) Shared power to vote or to direct the vote: 98,300 shares
(iii) Sole power to dispose or to direct the disposition of:
102,800 shares
(iv) Shared power to dispose or direct the disposition of:
0 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
The securities as to which this Schedule 13G is filed by Pine Capital
Management Incorporated, in its capacity as investment advisor, and Hoefer &
Arnett Incorporated, in its capacity as broker, are held for the accounts of
clients of Pine Capital Management Incorporated and Hoefer & Arnett
Incorporated. Pine Capital Management Incorporated holds such shares in a
fiduciary capacity. Clients of Pine Capital Management Incorporated and Hoefer &
Arnett Incorporated have the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of, such securities.
No such client is known to have such right or power with respect to more than
five percent of this class of securities. Hoefer & Arnett Incorporated does not
have the power to vote, or to direct the voting of, such securities held by it
in its capacity as broker. Pine Capital Management Incorporated and Hoefer &
Arnett Incorporated are "affiliates" within the meaning of 17 C.F.R.
Section 240.12b-2.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
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CUSIP NO. 07203N109 SCHEDULE 13G Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PINE CAPITAL MANAGEMENT INCORPORATED
April 28, 1998 By: /s/ Kevin Daly
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(Date) Kevin Daly
President
HOEFER & ARNETT INCORPORATED
April 28, 1998 By: /s/ Philip Economopoulos
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(Date) Philip Economopoulos
Secretary
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13G and all amendments to such
statement and that such statement and all amendments to such statement is made
on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement this
28th day of April, 1998.
PINE CAPITAL MANAGEMENT INCORPORATED
By: /s/ Kevin Daly
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Kevin Daly
President
HOEFER & ARNETT INCORPORATED
By: /s/ Philip Economopoulos
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Philip Economopoulos
Secretary
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