SEC Filing by Stakeholder Stirs Takeover Talk About Bay View

SAN FRANCISCO - A midsize thrift in the Bay Area appears to be a more likely takeover candidate after a recent regulatory filing by a high- profile investor.

Michael F. Price disclosed in a Securities and Exchange Commission filing last week that he may enter into discussions with the management, directors, and shareholders of Bay View Capital Corp.

Based in San Mateo, Calif., Bay View has $3.2 billion of assets and a 27-branch network that covers much of the peninsula south of San Francisco.

One likely Bay View suitor is First Nationwide Bank, the big California thrift bought last year by Texas banker Gerald J. Ford and investor Ronald O. Perelman.

Mr. Ford could not be reached for comment on the Bay View situation.

Mr. Price is known as an activist investor who forces management changes. He has been in the news lately for an investment in Michigan National Corp. that is said to have precipitated its sale to National Australia Bank and for his more recent purchase of a stake in Chase Manhattan Corp., which has fueled acquisition rumors.

Mr. Price's investment company, Heine Securities Corp., is not new to publicly traded Bay View. It has been one of the thrift's largest shareholders since 1992 and currently owns a 7.9% stake. In the recent filing, Mr. Price disclosed that he may want to communicate with Bay View and its shareholders about recent management changes.

The filing went on to say that Mr. Price does not presently have any plan or proposal for a merger, sale, management change, or restructuring of Bay View.

Raymond Garea, an analyst at Heine, declined to elaborate on the filing. But the management change to which the filing refers is believed to be the April 3 departure of Bay View's chief executive, John Brubaker.

Bay View has not said why Mr. Brubaker left after nearly three years in the post. But a source close to the company said the company's board wanted a stronger cost cutter.

Bay View, like other midsize California thrifts, including SFFed Corp. and America First Financial Corp. in the Bay Area, have long been rumored to be takeover candidates.

Bay View chief financial officer Bruce Moyer said the company is not for sale. But he added that offers would be considered in a "fiduciary capacity."

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