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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-16233
BAY VIEW SECURITIZATION CORPORATION
(originator of the Bay View 1997-RA-1 Auto Trust discussed herein)
(Exact name of registrant as specified in its charter)
Delaware 93-1225376
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
c/o Bay View Capital Corporation
1840 Gateway Drive 94404
San Mateo, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 312-7200
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
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
requirements for the past 90 days. YES X NO
--- ---
DOCUMENTS INCORPORATED BY REFERENCE : None
1
Part I
Terms not otherwise defined herein have the meanings set forth in the Pooling
and Servicing Agreement (the "PSA") relating the Bay View 1997-RA-1 Auto Trust.
Item 1. Business
- -----------------
The sole and only "business" of the Bay View 1997-RA-1 Auto Trust (the
"Trust") is the collection and distribution of payments on the motor vehicle
receivables, in the manner described in the Registration Statement on Form S-3
(File No. 333-16233). Accordingly, there is no relevant information to
report in response to Item 101 of Regulation S-K.
Item 2. Properties
- -------------------
The Trust does not have any physical properties. Accordingly, this item
is inapplicable.
Item 3. Legal Proceedings
- --------------------------
There were no material legal proceedings involving either the Trust, or,
with respect to any Certificates or any other Trust property, involving the
Trustee or Bay View Securitization Corporation ("BVSC") which were pending at
December 31, 1998, or as of the date of this report.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
No votes or consents of Certificate-holders were solicited during the
preceding fiscal year 1998 for any purpose.
Item 5. Market for the Registrant's Common Equity and Related Stockholder
- --------------------------------------------------------------------------
Matters
- -------
There is no established public trading market for the Certificates.
As of December 31, 1998, there were 16 registered Certificate-holders.
Since the Trust pays no dividends with respect to the Certificates, the
information required by Item 201 of Regulation S-K regarding dividends is
inapplicable to the Trust. See Exhibit No. 99.1 for information with respect to
distributions to Certificate-holders.
Item 6. Selected Financial Data
- ---------------------------------
No financial data is required of BVSC, as Registrant, inasmuch as the
Registration Statement on Form S-3 (File No. 333-16233) was filed for and on
behalf of the Trust and, furthermore, because BVSC is not a guarantor of any of
the payments due from the Trust to Certificate-holders.
The regular monthly report form, which the Trustee is required to include
with each monthly distribution of Trust assets to Certificate-holders, sets
forth for the prior calendar month, as well as cumulatively, all of the relevant
financial information required by the PSA to be reported to Certificate-holders.
The Bay View 1997-RA-1 Auto Trust Monthly Servicer's Certificate Reports
("Monthly Reports") for the months ended January 31, 1998 through December 31,
1998 are incorporated herein by reference and attached hereto as Exhibit No. 99.
1.
The foregoing presents all relevant financial information relating to the
Trust. Because of the limited business activity of the Trust, the Selected
Financial Data specified in Item 301 of Regulation S-K would not provide any
meaningful additional information.
2
Part II
Item 7. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- ---------------------
Because of the limited business activity of the Trust, the presentation of
Management's Discussion and Analysis of Financial Condition and Results of
Operations, as otherwise required by Item 303 of Regulation S-K, would not be
meaningful. All relevant information is contained in the Monthly Reports (filed
under Current Reports on Form 8-K) as described above.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Because of the limited business activity of the Trust, the presentation of
Quantitative and Qualitative Disclosures About Market Risk, as required by Item
305 of Regulation S-K, would not be meaningful. All relevant information is
contained in the Monthly Reports (filed under Current Reports on Form 8-K) as
described above.
Item 8. Financial Statements and Supplementary Data
- ----------------------------------------------------
As discussed above, furnishing the financial information required by Item 8
of Form 10-K would not add any relevant information to that provided by the
foregoing statements. Because the Certificates are essentially "pass-through"
securities, the Trust will have "income" only in the limited sense of collecting
payments on the motor vehicle-related receivables. The only material items of
"expense" for the Trust will be the amounts paid as servicing compensation and
potentially certain payments relating to any credit enhancement facility. The
Monthly Reports contained in the Current Reports on Form 8-K provide complete
information on the amounts of the "income" and "expenses" of the Trust.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------------------------------------------------------------------------
Financial Disclosure
- --------------------
None.
3
Part III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
Not applicable.
Item 11. Executive Compensation
- -------------------------------
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
As of December 31, 1998, there were 16 registered Certificate-holders, all
of whom maintained their security positions with the Depository Trust Company.
While some of these Certificate-holders' security positions in the Trust
exceeded 5% of the outstanding Certificate Balance, such securities do not
constitute voting securities within the meaning of Item 403 of Regulation S-K.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
BVSC received payments from the Trust in accordance with the terms of the
PSA.
4
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a)(1) and (2)
Incorporated herein and attached hereto as Exhibit No. 99.1 is a copy of
the Monthly Reports to the Trust for the months ended January 31, 1998, February
28, 1998, March 31, 1998, April 30, 1998, May 31, 1998, June 30, 1998, July 31,
1998, August 31, 1998, September 30, 1998, October 31, 1998, November 30, 1998,
and December 31, 1998. A copy of the Independent Accountants' report is
incorporated herein and attached hereto as Exhibit No. 99.2.
Current Reports on Form 8-K including Monthly Reports for the months ended
September 30, 1998, October 31, 1998 and November 30, 1998 were filed in the
quarter ended December 31, 1998.
(a)(3) Exhibits:
Reference to prior filing
Regulation S-K or exhibit number
Exhibit Number Document attached hereto
------------------- ---------------------------------------------- --------------------------
3.1 Certificate of Incorporation of Bay View *
Securitization Corporation
3.2 Bylaws of Bay View Securitization Corporation *
4.1 Form of Pooling and Servicing Agreement for **
Grantor Trusts, including Form of Certificates
4.2 Form of Standard Terms and Conditions of Bay **
View Grantor Trusts
4.3 Form of Pooling and Servicing Agreement for **
Trusts other than Grantor Trusts, including
Form of Certificates
10 Form of Purchase Agreement **
99.1 Monthly Servicer's Certificate Reports 99.1
99.2 Independent Accountants' Report 99.2
* Filed as an exhibit to the Registrant's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on November 16, 1996
(File No 333-16233)
** Filed as an exhibit to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on January 3, 1997.
5
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on
behalf of Bay View Securitization Corporation by the undersigned, thereunto duly
authorized.
BY: BAY VIEW SECURITIZATION CORPORATION
(ORIGINATOR OF TRUST)
BAY VIEW 1997-RA-1 AUTO TRUST
Date: March 30, 1999 By: /s/ David A. Heaberlin
----------------------
David A. Heaberlin
Executive Vice President and
Chief Financial Officer
6