================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ________________ Date of Report (Date of earliest event reported): March 10, 1999 Franchise Mortgage Acceptance Company (Exact name of registrant as specified in its charter) Delaware 0-23283 95-4649104 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 1888 Century Park East, 90067 3rd Floor (Zip Code) Los Angeles, CA (Address of Principal Executive Offices) Registrant's telephone number, including area code: (310) 229-2600 No Change --------------------------------------------------- (Former name or former address, if changed since last report) - ------------------------------------------------------------------------------- Item 5. Other Events. ------------ Franchise Mortgage Acceptance Company (the "Registrant") and Bay View Capital Corporation ("BayView") have entered into an Agreement and Plan of Merger and Reorganization dated as of March 10, 1999 (the "Merger Agreement"), which is filed herewith as Exhibit 2 and is incorporated herein by reference. The Registrant and BayView have issued a joint press release announcing the Merger Agreement, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Concurrently with the execution and delivery of the Merger Agreement, BayView entered into a Voting Agreement dated March 10, 1999, with Imperial Credit Industries, Inc., which is filed herewith as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (c) EXHIBITS: 2 Agreement and Plan of Merger and Reorganization dated as of March 10, 1999, by and between the Registrant and BayView Capital Corporation. 99.1 Press release of the Registrant and BayView Capital Corporation issued March 11, 1999. 99.2 Voting Agreement dated as of March 10, 1999, between the Registrant and BayView Capital Corporation. -------------- -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Franchise Mortgage Acceptance Company (Registrant) Date: March 12, 1999 /s/Raedelle Walker ------------------ Raedelle Walker Executive Vice President & Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 2 Agreement and Plan of Merger and Reorganization dated as of March 10, 1999, by and between the Registrant and BayView Capital Corporation. 99.1 Press release of the Registrant and BayView Capital Corporation issued March 11, 1999. 99.2 Voting Agreement dated as of March 10, 1999, between the Registrant and BayView Capital Corporation. -----------------