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): August 25, 1999
FRANCHISE MORTGAGE ACCEPTANCE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-23283 95-469104
(State or other (Commission File Number) (IRS Employer
jurisdiction of No.)
incorporation)
1888 Century Park East, Third Floor, Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 229-2600
N/A
(Former name or former address, if changed since last report.)
Item 5. Other Events.
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On August 25, 1999, Franchise Mortgage Acceptance Company, a Delaware
corporation ("FMAC"), and Bay View Capital Corporation, a Delaware corporation
("Bay View"), entered into an Amendment (the "Amendment") to the Agreement and
Plan of Reorganization, dated as of March 11, 1999, by and between FMAC and Bay
View (the "Merger Agreement"). The Amendment is filed herewith as Exhibit 2 and
is incorporated herein by reference. Pursuant to the Amendment, and subject to
the terms and conditions set forth in the Merger Agreement, in connection with
the merger of FMAC with and into Bay View, each FMAC shareholder will have the
option to elect to receive for each share of FMAC common stock held either $9.80
in cash or .5444 shares of Bay View common stock, provided that the FMAC
shareholder elections are subject to the aggregate number of shares of FMAC
common stock to be exchanged for Bay View common stock being equal to 85% of the
number of shares of FMAC common stock outstanding immediately prior to closing.
Pursuant to the Amendment, the Merger Agreement provisions (i) limiting Bay View
common stock ownership by any FMAC shareholder immediately following the merger
to 9.99% of the Bay View common stock on a pro forma basis, and (ii) providing
FMAC with a termination right in the event the average Bay View common stock
price is below $17.50, have been eliminated.
FMAC and Bay View issued a joint Press Release announcing the Amendment
to the Merger Agreement, which is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) EXHIBITS:
2 Amendment to the Agreement and Plan of Reorganization by and
between Bay View and FMAC, dated as of August 25, 1999.
99.1 Joint Press Release of Bay View and FMAC issued August 25, 1999.
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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
CORPORATION
Date: August 26, 1999 By: /s/ Raedelle Walker
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Raedelle Walker
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2 Amendment to the Agreement and Plan of Reorganization by and between
Bay View and FMAC, dated as of August 25, 1999.
99.1 Joint Press Release of Bay View and FMAC issued August 25, 1999.
4