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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended March 31, 2003

OR

For the transition period from          to
Commission file number 001-14879

BAY VIEW CAPITAL CORPORATION

1840 Gateway Drive, San Mateo, California 94404
(Address of principal executive offices)        (Zip Code)

Registrant’s telephone number, including area code (650) 312-7200

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [  ]

          Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

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FORM 10-Q
INDEX

BAY VIEW CAPITAL CORPORATION

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Forward-Looking Statements

      This Form 10-Q contains forward-looking statements that describe the implementation and timing of the Plan of Dissolution and Stockholder Liquidity (the “Plan”) adopted by the stockholders of Bay View Capital Corporation (the “Company”) on October 3, 2002. These forward-looking statements are based on assumptions as of the date of this Form 10-Q and involve risks and uncertainties. Accordingly, the results of the Company’s dissolution and the timing and amounts of stockholder distributions may differ materially from those that the Company currently anticipates. The factors that may affect these forward-looking statements include the following:

•

The distributions the Company proposes to make in the future to its stockholders are subject to a number of contingencies. The factors that could reduce the amounts ultimately distributed or that could cause a delay in making the distributions include the following:

	•		Until the dissolution of Bay View Bank, N.A. (the “Bank”) is completed later this year, a number of actions the Company and the Bank intend to take, including distributions to the Company’s stockholders, cannot be taken unless approvals are obtained from the Board of Governors of the Federal Reserve System (the “FRB”) in the case of the Company and the Office of the Comptroller of the Currency (the “OCC”) in the case of the Bank;
	•		Unforeseen delays in the disposition of the assets of the Company and the Bank and their formal dissolution may occur;
	•		The realization of the Company’s deferred tax assets could be less than the Company currently projects;
	•		The Company and the Bank may encounter difficulty in selling some of their assets, and certain assets may not be able to be sold for the prices the Company and the Bank currently anticipate;
	•		The Company and the Bank may not be able to discharge certain liabilities for the amounts the Company and the Bank currently estimate;
	•		The Company and the Bank may incur or discover presently unanticipated claims, liabilities or expenses;
	•		The Company’s ability to obtain commercial financing to fund the ongoing operations of our auto lending business, Bay View Acceptance Corporation (“BVAC”);
	•		The amounts the Bank is able to distribute to the Company and the amounts the Company is able to distribute to its stockholders could be adversely affected by the results of operations of the Company’s and the Bank’s remaining operations, particularly in the case of BVAC while the dissolution process is being implemented;
	•		These estimates of the distribution amounts include projections of future events and performance as distant as 2006 and, accordingly, are inherently subject to many uncertainties;
	•		The expenses of the disposition of assets and the dissolution proceeds may exceed the amounts currently estimated; and
	•		Court proceedings could restrict or delay distributions to stockholders if claimants or creditors satisfy the court that the amounts to be distributed by the Bank or the Company to stockholders are needed to provide for the payment of expenses and liabilities of the Company or the Bank; or, if the amounts ultimately required to discharge the expenses and liabilities of the Company or the Bank in full exceeds the value of the remaining assets of the Company or the Bank, respectively.

•

The Company’s stockholders could be liable to the extent they receive distributions in the event the Company does not make adequate provision for all of its expenses and liabilities, including its contingent liabilities, as part of its dissolution.

      As a result of the foregoing factors, there can be no assurance that the anticipated stockholder distributions from the implementation of the Plan will be consistent with those described in any forward-looking statements. Accordingly, no stockholder should place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements and all forward-looking statements speak only as of the date made.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Bay View Capital Corporation and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries

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Bay View Capital Corporation and Subsidiaries
Consolidated Statement of Operations and Comprehensive Loss (continued)
(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Unrealized
		Gain on				Minimum				Debt of
		Securities				Pension				Employee
		Available-for-				Liability				Stock				Total
		Sale,				Adjustment,				Ownership				Stockholders’
		Net of Tax				Net of Tax				Plan				Equity
		(Amounts in thousands, except per share amounts)
Balance at December 31, 2001		$	523			$	(294	)		$	(1,071	)		$	336,187
Exercise of stock options, including tax benefits			—				—				—				292
Distribution of director’s retirement plan shares			—				—				—				5
Exercise of stock warrants			—				—				—				4
Expense recognized on stock options with below market strike price			—				—				—				671
Change in unrealized gain on securities available-for-sale, net of tax			(297	)			—				—				(297	)
Change in debt of ESOP			—				—				1,071				1,071
Net income			—				—				—				6,914
Balance at March 31, 2002		$	226			$	(294	)		$	—			$	344,847

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries