-----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, Hf4SWwGMXKS230DW+T9/1qoViWOYs+qsr5Se7nGUlDMGHj5NlNeIxphHwYHmQ/Fg YhVNMSVWCEtKF3Bsk1tVVA== 0000927089-98-000119.txt : 19980803 0000927089-98-000119.hdr.sgml : 19980803 ACCESSION NUMBER: 0000927089-98-000119 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980729 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONYX ACCEPTANCE CORP CENTRAL INDEX KEY: 0001006614 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 330577635 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46565 FILM NUMBER: 98673235 BUSINESS ADDRESS: STREET 1: 8001 IRVINE CENTER DR STREET 2: SUITE 500 CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7144505500 MAIL ADDRESS: STREET 1: 8001 IRVINE CENTER DRIVE STREET 2: SUITE 500 CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: 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/A 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 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. One)* Onyx Acceptance Corporation - ----------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 per share - ----------------------------------------------------------------- (Title of Class of Securities) 682 914 106 -------------------------------- (CUSIP Number) Robert J. Flax Executive Vice President, General Counsel and Secretary Bay View Capital Corporation 1840 Gateway Drive, San Mateo, California 94404 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 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 schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box __. *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 on 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). CUSIP NO. 682 914 106 13D 1 NAME OF REPORTING PERSON IDENTIFICATION NUMBER OF ABOVE PERSON (VOLUNTARY) Bay View Capital Corporation 94-3078031 - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___ (b) ___ - ----------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ----------------------------------------------------------------- 5 CHECK 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 180,530 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 180,530 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,530 - ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __ - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------- Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Onyx Common Stock"), of Onyx Acceptance Corporation ("Onyx"). The principal executive offices of Onyx are located at 8001 Irvine Center Drive, 5th Floor, Irvine, California 92618. Item 2. Identity and Background This statement is being filed by Bay View Capital Corporation, a Delaware corporation ("Bay View"). The principal executive offices of Bay View are located at 1840 Gateway Drive, San Mateo, California 94404. Bay View is a diversified financial services company which conducts its business through its primary wholly owned subsidiaries (i) Bay View Bank, a federally chartered stock savings bank, (ii) Bay View Acceptance Corporation, a consumer finance company which originates prime motor vehicle loans through its wholly owned subsidiaries Bay View Credit and Ultra Funding, Inc. and (iii) Concord Growth Corporation, a commercial finance company. Information regarding each of the directors and executive officers of Bay View is set forth on Schedule I attached hereto. Each of such persons is a citizen of the United States. During the last five years, neither Bay View nor, to the best of Bay View's knowledge, any of the individuals listed in Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. Item 3. Source and Amount of Funds or Other Consideration No Amendment. Page 3 of 7 Item 4. Purpose of Transaction The Warrant (as defined in Item 3 of Bay View's Schedule 13D relating to the Onyx Common Stock filed on March 26, 1998) was issued to Bay View by Onyx in consideration for Bay View's extension of credit to Onyx pursuant to the Term Loan Agreement (as defined in Item 3 of Bay View's Schedule 13D relating to the Onyx Common Stock filed on March 26, 1998). Bay View regularly explores merger, acquisition, strategic alliance and other business combination opportunities that it believes will further its objective of building a diversified financial services company through investments in niche businesses with risk-adjusted returns that enhance shareholder value. On January 26, 1998, Bay View announced the formation of a strategic alliance with Onyx pursuant to which Bay View will purchase certain retail motor vehicle sales contracts originated by Onyx. Bay View does not have any current plans to engage in any other transactions with Onyx. Bay View may, however, depending on market conditions and other factors, purchase shares of Onyx Common Stock through the exercise of the Warrant. Except as noted above, neither Bay View nor any of the persons listed in Schedule I has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Onyx, or the disposition of securities of Onyx; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Onyx or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Onyx or any of its subsidiaries; (d) any change in the present Board of Directors or management of Onyx, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of Onyx; Page 4 of 7 (f) any other material change in Onyx's business or corporate structure; (g) changes in Onyx's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Onyx by any person; (h) causing a class of securities of Onyx to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-quotation system of a registered national securities association; (i) a class of equity securities of Onyx becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer The aggregate number of shares of Onyx Common Stock beneficially owned by Bay View is 180,530 shares, representing approximately 2.9% of the outstanding shares of Onyx Common Stock. This amount represents 180,530 shares which Bay View has the right to purchase, at any time from time to time, pursuant to the Warrant, at an exercise price of $8.8750 per share (subject to adjustment in the event of a stock dividend, stock split or similar transaction). Bay View would have sole voting and dispositive power over all 180,530 shares covered by the Warrant if it were exercised. As reported on Bay View's Schedule 13D filed on March 26, 1998, Bay View had acquired, in addition to the Warrant, 150,000 shares of Onyx Common Stock through open market brokerage transactions. Bay View recently disposed of all 150,000 shares in open market brokerage transactions, as follows: (i) 50,000 shares sold on July 21, 1998 at $10.1250 per share; (ii) 7,000 shares sold on July 22, 1998 at $10.0446 per share; (iii) 12,500 shares sold on July 23, 1998 at $9.7500 per share; (iv) 5,000 shares sold on July 23, 1998 at $9.8125 per share; (v) 5,000 shares sold on July 23, 1998 at $9.8750 per share; (vi) 5,000 shares sold on July 23, 1998 at $10.1875 per share; (vii) 5,000 shares sold on July 23, 1998 at $10.2500 per share; (viii)35,500 shares sold on July 24, 1998 at $9.2500 per share; (ix) 1,000 shares sold on July 27, 1998 at $9.3750 per share; and (x) 24,000 shares sold on July 27, 1998 at $9.2500 per share. Bay View ceased to be the beneficial owner of more than five percent of the Onyx Common Stock on July 21, 1998. None of the individuals identified in Schedule I beneficially owns any shares of Onyx Common Stock. Page 5 of 7 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer No Amendment. Item 7. Material to be Filed as Exhibits No Amendment. Page 6 of 7 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. BAY VIEW CAPITAL CORPORATION Date: July 29, 1998 /s/ ROBERT J. FLAX ------------------- --------------------- Robert J. Flax Executive Vice President, General Counsel and Secretary Page 7 of 7 Schedule I Information Regarding Directors and Executive Officers of Bay View The name, present principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Bay View, is set forth below. The address of each person listed below is Bay View Capital Corporation, 1840 Gateway Drive, San Mateo, California 94404. Principal Occupation, if other than as an Position Executive Officer Name with Bay View of Bay View - ------------ --------------- ------------------- Richard E. Arnold Executive Vice President John N. Buckley Executive Vice President Paula R. Collins Director Principal, The WDG Companies, San Francisco, CA Roger K. Easley Director Chairman, President and Chief Executive Officer, Seven-Up Bottling Company of San Francisco, CA Robert J. Flax Executive Vice President, General Counsel & Secretary Thomas M. Foster Director Independent Financial Consultant Robert M. Greber Director Chairman and Chief Executive Officer, Pacific Exchange David A. Heaberlin Executive Vice President and Chief Financial Officer George H. Krauss Director Of Counsel, Kutack Rock, Omaha, NE John R. McKean Chairman of President, John R. the Board McKean & Co.,(CPAs) San Francisco, CA Stephen T. McLin Director President and Chief Executive Officer, America First Financial Corporation, San Francisco, CA; Chairman and Chief Executive Officer, STM Holdings, Inc., San Francisco, CA Ronald L. Reed Executive Vice President Angelo J. Siracusa Director Retired Edward H. Sondker President, Chief Executive Officer and Director Carolyn P. Executive Vice Williams-Goldman President W. Blake Winchell Director Managing Director, Generation Ventures, LLC -----END PRIVACY-ENHANCED MESSAGE-----