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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
  BAY VIEW CAPITAL CORPORATION
  Delaware
    
    94-3078031(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1840 Gateway Drive, San Mateo, California
    
    94404(Address of principal executive offices)
    
    (Zip code)
   Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $0.01 per share
    
    New York Stock Exchange
  o þ
 o þ
  þ o
 þ
  Large accelerated filer o
    
    Accelerated Filer þ
    
    Non-accelerated filer o
 o þ




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Item 10 Directors and Executive Officers of the Registrant
 Directors
  Name
    
    Age
    
    Director Since
    
    Term to ExpireProdyodth K. Chatterjee
    
    
    57
    
    
    
    2005
    
    
    
    2007Charles G. Cooper
    
    
    58
    
    
    
    2002
    
    
    
    2006Frederick W. Dreher
    
    
    65
    
    
    
    2004
    
    
    
    2008Roger K. Easley
    
    
    69
    
    
    
    1984
    
    
    
    2008Thomas M. Foster
    
    
    63
    
    
    
    1993
    
    
    
    2006Robert B. Goldstein
    
    
    65
    
    
    
    2001
    
    
    
    2007Joel E. Hyman
    
    
    57
    
    
    
    2002
    
    
    
    2007Daniel W. Porter
    
    
    50
    
    
    
    2005
    
    
    
    2006John W. Rose
    
    
    56
    
    
    
    2002
    
    
    
    2008
    3




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4




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Executive Officers
  YearName
    
    Age
    
    Position
    
    AppointedCharles G. Cooper
    
    
    58
    
    
    Director, President and Chief Executive
Officer
    
    
    2002Prodyodth K. Chatterjee
    
    
    57
    
    
    Director, Executive Vice President and
Director of Retail Operations, Bay View
Capital Corporation and President and
Chief Executive Officer, Bay View
Acceptance Corporation
    
    
    2004
 5




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YearName
    
    Age
    
    Position
    
    AppointedJohn Okubo
    
    
    52
    
    
    Executive Vice President and Chief
Financial Officer
    
    
    2002Sossy Soukiassian
    
    
    42
    
    
    Senior Vice President and General Auditor
    
    
    2002
       Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethical Conduct
  6




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Item 11 Executive Compensation
  SUMMARY COMPENSATION TABLE
 Long-TermAnnual Compensation
    
    
    CompensationAwardsSharesUnderlying
    
    
    All OtherName and Principal Position during 2005
    
    Year
    
    
    Salary($)
    
    
    Bonus($)
    
    
    Options(#)
    
    
    Compensation($)Charles G. Cooper
    
    
    2005
    
    
    
    343,200
    
    
    
    171,600
    
    
    
    
    
    
    
    104,520
    (1)President and Chief Executive Officer
    
    
    2004
    
    
    
    336,600
    
    
    
    137,280
    
    
    
    
    
    
    
    109,066
    (1)2003
    
    
    
    315,000
    
    
    
    165,000
    
    
    
    
    
    
    
    328,367
    (1)Prodyodth K. Chatterjee (2)
    
    
    2005
    
    
    
    300,000
    
    
    
    105,000
    
    
    
    
    
    
    
    94,851
    (3)President and Chief Executive Officer, BVAC,
    
    
    2004
    
    
    
    95,577
    
    
    
    30,000
    
    
    
    
    
    
    
    16,119
    (3)Executive Vice President and Director of Retail
Operations of the CompanyJohn K. Okubo
    
    
    2005
    
    
    
    215,004
    
    
    
    107,502
    
    
    
    
    
    
    
    12,119
    (4)Executive Vice President and
    
    
    2004
    
    
    
    212,504
    
    
    
    64,501
    
    
    
    
    
    
    
    12,300
    (4)Chief Financial Officer
    
    
    2003
    
    
    
    196,674
    
    
    
    110,002
    
    
    
    
    
    
    
    73,808
    (4)Sossy Soukiassian
    
    
    2005
    
    
    
    225,588
    
    
    
    80,635
    
    
    
    
    
    
    
    12,056
    (5)Senior Vice President and General Auditor
    
    
    2004
    
    
    
    224,296
    
    
    
    60,476
    
    
    
    
    
    
    
    12,018
    (5)2003
    
    
    
    216,297
    
    
    
    90,000
    
    
    
    
    
    
    
    91,471
    (5)
 
 (1)
    
    2005: Taxable amounts reimbursed for fringe benefits, $23,375;
gross-up pay for housing allowance, $72,793 and matching contribution
to 401(k) plan account, $8,352.2004: Taxable amounts reimbursed for fringe benefits, $28,025;
gross-up pay for housing allowance, $72,923 and matching contribution
to 401(k) plan account, $8,118.2003: Exercise of stock options, $222,000; taxable amounts reimbursed
for fringe benefits, $27,596; gross-up pay for housing allowance,
$73,343; matching contribution to 401(k) plan account, $4,000;
allocation to ESOP, $461 and life insurance premium, $967.(2)
    
    Mr. Chatterjee joined BVCC on September 7, 2004.(3)
    
    2005: Taxable amounts reimbursed for fringe benefits, $3,053, gross-up
pay for housing 7




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allowance, $55,044 and exercise of stock options, $36,754.2004: Taxable amounts reimbursed for fringe benefits, $10,847;
gross-up pay for housing allowance, $5,272.(4)
    
    2005: Matching contribution to 401(k) plan account, $12, 119.2004: Matching contribution to 401(k) plan account, $12,300.2003: Exercise of stock options, $64,837; matching contribution to
401(k) plan account, $7,867; allocation to ESOP, $473 and life
insurance premium, $631.(5)
    
    2005: Matching contribution to 401(k) plan account, $12,056.2004 Matching contribution to 401(k) plan account, $12,018.2003: Exercise of stock options, $78,978; matching contribution to
401(k) plan account, $11,307; allocation to ESOP, $470 and life
insurance premium, $716. OPTION VALUES AT DECEMBER 31, 2005
 Number of Shares
    
    
    Value of UnexercisedShares
    
    
    
    
    
    
    Underlying Unexercised
    
    
    In-the-MoneyAcquired On
    
    
    Value
    
    
    Options at FY-End
    
    
    Options at FY-End($)Name
    
    Exercise(#)
    
    
    Realized($)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableCharles G. Cooper
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Prodyodth K. Chatterjee
    
    
    16,668
    (1)
    
    
    52,504
    
    
    
    
    
    
    
    33,332
    (1)
    
    
    
    
    
    
    105,996
    (3)John K. Okubo
    
    
    
    
    
    
    
    
    
    
    2,050
    (2)
    
    
    
    
    
    
    -0-
    
    
    
    Sossy Soukiassian
    
    
    
    
    
    
    
    
    
    
    1,200
    (2)
    
    
    
    
    
    
    -0-
    
    
    
    
 
 (1)
    
    The 50,000 options noted above were granted to Mr. Chatterjee under
his employment agreement. Mr. Chatterjee exercised 16,668 shares in
December 2005. The remaining 33,332 options were unexercisable as of
December 31, 2005.(2)
    
    Includes, for Mr. Okubo and Ms. Soukiassian, respectively, 2,050 and
1,200 shares that are subject to options exercisable that were granted
under one or more of BVCCs 2001 Equity Incentive Plan (the 2001
Plan), Amended and Restated 1995 Stock Option and Incentive Plan (the
1995 Plan), Amended and Restated 1986 Stock Option and Incentive
Plan (the 1986 Plan) and the 1998-2000 Performance Stock Plan (the
Performance Plan).(3)
    
    Based on December 31, 2005 closing price of $17.80 per share. 8




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Employment Agreement
  
    
    an annual base salary of $300,000;
    
    an annual discretionary bonus of up to 50% of base salary based on achievement of
specified performance goals, but prorated for 2004;
    
    an additional supplemental bonus based on achievement of all specified performance
goals of up to 2% of the amount by which BVACs pre-tax profit for such calendar year
exceeds BVACs pre-tax profit for the immediately preceding calendar year; for 2004
only, this supplemental bonus was determined based upon the amount by which BVACs
pre-tax profit for 2004 exceeded the budgeted amount;
    
    stock options to purchase 50,000 shares of BVCC common stock;
    
    reimbursement for all living expenses for one month and thereafter a $3,000 per
month (grossed-up for taxes) housing allowance;
    
    reimbursement for the amount by which the fair market sale price of his current
primary residence in Texas was less than the sum of the purchase price he paid for such
residence plus capital improvements;
    
    annual dues for membership in one social club; and
    
    reimbursement for the cost of 12 round-trip first class tickets for travel between
Texas and California for him and his immediate family.
   9




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Compensation Committee Interlocks and Insider Participation
  Director Compensation
  Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  10




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Shares of Common StockBeneficially OwnedName and Address of Beneficial Owner or Identity of Group
    
    Number of Shares
    
    
    Percent5% or Greater Stockholders:First Manhattan Co.(1)
    
    
    653,541
    
    
    
    9.9
    %427 Madison Avenue
New York, NY 10022Millennium Management, L.L.C.(2)
    
    
    531,649
    
    
    
    8.0
    %666 Fifth Avenue
New York, NY 10103Dimensional Fund Advisors(3)
    
    
    495,079
    
    
    
    7.5
    %1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401SuNOVA Group(4)
    
    
    480,500
    
    
    
    7.3
    %780 Third Avenue, 5th Floor
New York, NY 10017Royce & Associates, LLC(5)
    
    
    467,200
    
    
    
    7.1
    %1414 Avenue of the Americas
New York, NY 10019Cadmus Capital Management, LLC(6)
    
    
    439,659
    
    
    
    6.6
    %150 East 52nd Street, 27th Floor
New York, NY 10022Carlson Capital, L.P.(7)
    
    
    412,477
    
    
    
    6.2
    %2100 McKinney Avenue, Suite 1600
Dallas, TX 75201
 Number of Shares
    
    
    Percent(9)(10)(11)
    
    
    (12)Directors (8):Charles G. Cooper
    
    
    15,021
    
    
    
    *Frederick W. Dreher
    
    
    5,000
    
    
    
    *Roger K. Easley
    
    
    13,278
    
    
    
    *Thomas M. Foster
    
    
    8,860
    
    
    
    *Robert B. Goldstein
    
    
    147,461
    
    
    
    2.2
    %Joel E. Hyman
    
    
    2,891
    
    
    
    *John W. Rose
    
    
    27,730
    
    
    
    *Prodyodth K. Chatterjee
    
    
    6,000
    
    
    
    *Daniel W. Porter
    
    
    
    
    
    
    *Executive Officers (8)(13):John K. Okubo
    
    
    7,050
    
    
    
    *Sossy Soukiassian
    
    
    7,037
    
    
    
    *All directors and
executive officers as a group (11 persons)
    
    
    240,328
    
    
    
    3.6
    %
 11




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(1)
    
    As reported by First Manhattan Co., an investment advisor, in an
Amended Schedule 13G dated February 10, 2006 filed with the SEC. Such
party reported sole voting power as to 269,880 shares and shared
voting power as to 341,441 shares. Such party also reported sole
power to dispose or direct the disposition as to 269,880 shares and
shared power to dispose or direct the disposition as to 383,661
shares.(2)
    
    As reported on Schedule 13G, Millennium Management, L.L.C., a Delaware
limited liability company (Millennium Management), is the general
partner of Millenco, and consequently may be deemed to have voting
control and investment discretion over securities owned by Millenco.
Israel A. Englander (Mr. Englander) is the managing member of
Millennium Management. As a result, Mr. Englander may be deemed to be
the beneficial owner of any shares deemed to be beneficially owned by
Millenium Management. The foregoing should not be construed in and of
itself as an admission by Millennium Management or Mr. Englander as to
beneficial ownership of the shares owned by Millenco.(3)
    
    As reported by Dimensional Fund Advisors, an investment advisor, in an
Amended Schedule 13G dated February 1, 2006 filed with the SEC. Such
party reported sole voting power and sole power to dispose or direct
the disposition as to all of such shares. Dimensional Fund Advisors
disclaimed beneficial ownership of all of such shares, which were
reported to be owned by its advisory clients.(4)
    
    As reported in a Schedule 13G dated February 14, 2006 filed with the
SEC, these persons share voting and dispositive power over these
shares, as follows: Matthew Byrnes and Felice Gelman are co-managing
members of SuNOVA Holdings, LLC, which is the general partner of
SuNOVA Partners, L.P., which holds 163,700 shares, and SuNOVA
Long-Term Opportunity Fund, L.P., which holds 29,100 shares. Mr.
Byrnes and Ms. Gelman are also co-managing members of SuNOVA, LLC,
which is the general partner of SuNOVA Capital, LP, which serves as an
investment manager to securities owned by SuNOVA Offshore Ltd, which
holds 287,700 shares.(5)
    
    As reported by Royce & Associates, LLC, as investment advisor, in an
Amended Schedule 13G dated January 11, 2006 filed with the SEC. Such
party reported sole voting power and sole power to dispose or direct
the disposition as to all such shares.(6)
    
    According to an Amended Schedule 13G, Cadmus Management, LLC filed
with the SEC on February 9, 2006, each of Jed Bonnem and Chris Vulliez
share voting and dispositive power over these shares.(7)
    
    As reported by Carlson Capital, L.P., an investment advisor, in a
Schedule 13G dated February 14, 2006 filed with the SEC, Asgard
Investment Corp. is the general partner of Carlson Capital, L.P. and
Clint D. Carlson is the president of Asgard Investment Corp. Such
party reported sole voting power and sole power to dispose or direct
the 12




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disposition as to all such shares.(8)
    
    Based upon information furnished to BVCC by each individual named and
includes all shares as to which the director or executive officer may
be deemed to have sole or shared voting or dispositive power. This
table includes shares held directly, in retirement accounts, by
certain members of directors or executive officers families or by
trusts of which the director or executive officer is a trustee or
beneficiary.(9)
    
    Includes for each of directors Easley and Foster, 4,000 shares that
are subject to exercisable stock options that were granted under one
or more of the BVCCs Amended and Restated 1989 Non-Employee Director
Stock Option Plan (the 1989 Plan), BVCCs 1998 Non-Employee Director
Stock Option and Incentive Plan (the 1998-D Plan) and BVCCs 2001
Non-Employee Director Stock Option Plan (the 2001 Director Plan).(10)
    
    Includes for directors Easley and Foster 2,722 and 1,786 shares,
respectively, representing deferred director fees credited as of
December 31, 2004 to the respective Stock Account of such director
established under BVCCs Stock in Lieu of Cash Compensation Plan for
Non-Employee Directors, as amended.(11)
    
    Includes for Mr. Okubo and Ms. Soukiassian, and all directors and
executive officers as a group, respectively, 2,050, 1,200 and 11,250
shares that are subject to options exercisable that were granted under
one or more of the 2001 Plan, the 1995 Plan, the 1986 Plan, the
Performance Plan, the 2001 Director Plan, the 1998-D Plan and the 1989
Plan.(12)
    
    An asterisk indicates less than 1%.(13)
    
    Excludes Mr. Cooper and Mr. Chatterjee, who are also directors. Equity Compensation Plans
  13




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(c)Number of securities(a)
    
    (b)
    
    remaining available forNumber of securities to be
    
    Weighted-average
    
    future issuance underissued upon exercise
    
    exercise price of
    
    equity compensationof outstanding options,
    
    outstanding options,
    
    plans excluding securitiesPlan Category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column (a)Equity Compensation Plans Approved by
Stockholders
    
    48,532
    
    $64.47
    
    70,791Equity Compensation Plans Not Approved by
Stockholders
    
    N/A
    
    N/A
    
    N/A
 Item 13 Certain Relationships and Related Transactions
     14




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Item 14 Principal Accountant Fees and Services
      15




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1.
    
    the application of accounting principles to a specified transaction, either
completed or proposed;2.
    
    the type of audit opinion that might be rendered on its financial statements;
or3.
    
    any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K of the SEC and the related instructions to that Item)
or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K of the SEC).
  2005
    
    
    2004Audit fees
    
    $
    1,176,573
    
    
    $
    1,214,201
    (1)Audit-related fees
    
    
    119,491
    (2)
    
    
    121,000
    (2)Tax fees
    
    
    68,829
    (3)
    
    
    331,200
    (3)All other fees
    
    
    455,891
    (4)
    
    
    -0-
 
 (1)
    
    Includes $341,940 in audit fees paid to Deloitte & Touche LLP in 2004.(2)
    
    Fees for the annual audit and agreed-upon procedures for BVAC.(3)
    
    Fees for tax advice, tax compliance and tax planning services.(4)
    
    Fees for services incurred in connection with the proposed Merger and the proposed sale of
BVAC. 16




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17




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BAY VIEW CAPITAL CORPORATIONBy:
    /s/ Charles G. CooperCharles G. CooperPresident and Chief Executive Officer  18