-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iloj6Bc4irVKHdb/8SEIpPGqViCHCpYhdPXaXPrIzEGc1iAyesoTd+C5gaw0z46e cIAxz3PdbVo7JNKa2nOKDg== 0000950142-98-000379.txt : 19980514 0000950142-98-000379.hdr.sgml : 19980514 ACCESSION NUMBER: 0000950142-98-000379 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980513 SROS: NASD GROUP MEMBERS: CRAMER CAPITAL CORPORATION GROUP MEMBERS: CRAMER J J & CO INC GROUP MEMBERS: CRAMER PARTNERS, L.P. GROUP MEMBERS: J.J. CRAMER & CO. GROUP MEMBERS: JAMES J. CRAMER GROUP MEMBERS: KAREN L. CRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAY VIEW CAPITAL CORP CENTRAL INDEX KEY: 0000840387 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 943078031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40715 FILM NUMBER: 98618441 BUSINESS ADDRESS: STREET 1: 1840 GATEWAY DRIVE CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 6505737300 MAIL ADDRESS: STREET 1: 2121 SOUTH EL CAMINO REAL STREET 2: 2121 SOUTH EL CAMINO REAL CITY: SAN MATEO STATE: CA ZIP: 94403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Bay View Capital Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 07262L101 (CUSIP Number) JAMES J. CRAMER 100 Wall Street New York, NY 10005 Tel. No.: (212) 742-4480 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 5, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. PAGE 1 OF 13 PAGES SCHEDULE 13D CUSIP NO. 07262L101 PAGE 2 OF 13 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.J. Cramer & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,125,000 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 1,125,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 07262L101 PAGE 3 OF 13 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James J. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 1,125,000 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 WITH 10 SHARED DISPOSITIVE POWER 1,125,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 07262L101 PAGE 4 OF 13 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karen L. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 1,125,000 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 WITH 10 SHARED DISPOSITIVE POWER 1,125,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 07262L101 PAGE 5 OF 13 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 1,125,000 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 1,125,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 07262L101 PAGE 6 OF 13 PAGES --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 1,125,000 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER 0 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 1,125,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,125,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON CO CUSIP NO. 07262L101 --------- ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Common Stock (the "Common Stock"), par value $.01 per share of Bay View Capital Corporation, a Delaware corporation (the "Company"), whose principal executive office is located at 1840 Gateway Drive, San Mateo, California 94404. The 1,125,000 shares of Common Stock to which this statement relates are referred to herein as the "Shares." ITEM 2. IDENTITY AND BACKGROUND. This statement on Schedule 13D is being filed by Cramer Partners, L.P., a Delaware limited partnership (the "Partnership"), J.J. Cramer & Co., a Delaware corporation and the investment adviser to and manager of the Partnership (the "Manager"), Cramer Capital Corporation, a Delaware corporation and the general partner of the Partnership, James J. Cramer and Karen L. Cramer (collectively, the "Reporting Persons"). A copy of the Joint Filing Agreement among the Reporting Persons is annexed hereto as Exhibit A. The address of the principal business and principal office of the Manager, the Partnership and Cramer Capital Corporation is 100 Wall Street, New York, New York 10005. The business address of James Cramer and Karen Cramer is 100 Wall Street, New York, New York 10005. The present principal occupation or employment of James Cramer is President of J.J. Cramer & Co. and the present principal occupation or employment of Karen Cramer is Vice President of J.J. Cramer & Co. PAGE 7 OF 13 PAGES CUSIP NO. 07262L101 --------- During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. James Cramer and Karen Cramer are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Shares were purchased with the personal funds of the Partnership in the amount of $36,276,944.90. ITEM 4. PURPOSE OF TRANSACTION. The Shares were acquired for investment purposes. The Reporting Persons may consider making additional purchases of equity securities of the Company in open-market or private transactions, the extent of which purchases would depend upon prevailing market and other conditions. Alternatively, the Reporting Persons may sell all or a portion of their Shares in open-market or private transactions, depending upon prevailing market conditions and other factors. PAGE 8 OF 13 PAGES CUSIP NO. 07262L101 --------- Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of this Form. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) This statement on Schedule 13D relates to the Shares beneficially owned by the Reporting Persons, which constitute approximately 5.5% of the issued and outstanding shares of the Company. (b) The Partnership, Cramer Capital Corporation and the Manager have sole voting and dispositive power with respect to the Shares. James Cramer and Karen Cramer have shared voting and dispositive power with respect to the Shares. (c) Within the past sixty days, the Reporting Persons purchased or otherwise acquired Shares on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto and incorporated by reference herein. Except where as noted, all of such purchases were made on the open market. (d) Not applicable. (e) Not applicable. PAGE 9 OF 13 PAGES CUSIP NO. 07262L101 --------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As discussed in Item 2 above, the Manager acts as investment adviser to the Partnership. James Cramer is the President of the Manager and Karen Cramer is the Vice President. Except as set forth above, there exist no contracts, arrangements, understandings or relationships legal or otherwise among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Company, including, but not limited to transfer or voting of any securities, finders' fees, joint ventures, loan or option agreements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Joint Filing Agreement Exhibit B Transactions in Common Stock Within Past 60 Days PAGE 10 OF 13 PAGES CUSIP NO. 07262L101 --------- 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. Dated: May 13, 1998 J.J. CRAMER & CO. By: /s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President /s/ James J. Cramer ------------------- James J. Cramer /s/ Karen L. Cramer ------------------- Karen L. Cramer CRAMER PARTNERS, L.P. By: CRAMER CAPITAL CORPORATION its general partner By: /s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President CRAMER CAPITAL CORPORATION By: /s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President PAGE 11 OF 13 PAGES EX-1 2 EXHIBIT A CUSIP NO. 07262L101 --------- EXHIBIT A --------- JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below each hereby agrees that the Schedule 13D filed herewith and any amendments thereto relating to the acquisition of shares of the Common Stock of the Company is filed jointly on behalf of each such person. Dated: May 13, 1998 J.J. CRAMER & CO. By: /s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President /s/ James J. Cramer ------------------- James J. Cramer /s/ Karen L. Cramer ------------------- Karen L. Cramer CRAMER PARTNERS, L.P. By: CRAMER CAPITAL CORPORATION its general partner By: /s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President CRAMER CAPITAL CORPORATION By: /s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President PAGE 12 OF 13 PAGES EX-2 3 EXHIBIT B CUSIP NO. 07262L101 --------- EXHIBIT B --------- Transactions in Common Stock of The Company No. of Shares Trade Dates Purchased/Sold Cost Per Share Type - ----------- -------------- -------------- ---- 03/12/98 12,500 34.875 P 03/17/98 48,000 35.362 P 03/17/98 2,000 34.915 P 03/18/98 15,000 35.500 P 03/18/98 20,000 35.125 P 03/19/98 10,000 35.875 P 03/19/98 7,500 35.708 P 03/20/98 110,000 35.832 P 03/24/98 10,000 35.250 P 03/25/98 30,000 35.010 P 03/26/98 35,000 34.632 P 03/27/98 7,000 34.411 P 03/30/98 4,000 33.813 P 03/31/98 25,000 34.705 P 04/24/98 25,000 33.475 P 04/24/98 75,000 33.125 P 04/27/98 125,000 31.150 P 04/27/98 40,000 31.875 P 04/27/98 20,000 31.915 P 04/29/98 5,000 31.665 P 04/30/98 39,000 32.654 P 05/01/98 10,000 32.750 P 05/04/98 25,000 32.625 P 05/05/98 74,000 31.431 P 05/05/98 1,000 31.165 P 05/05/98 50,000 31.375 P PAGE 13 OF 13 PAGES -----END PRIVACY-ENHANCED MESSAGE-----