Bay View Capital Corporation is a bank holding company whose principal subsidiary is Bay View Bank, N.A. (the Bank). On August 6, 2002, the Companys Board of Directors adopted a Plan of Dissolution and Stockholder Liquidity pursuant to which the Company, under applicable provisions of the Delaware General Corporation Law, will dispose of all of its assets, including all of the assets of the Bank; pay all of its debts and liabilities and make reasonable provision for any contingent liabilities; distribute the remaining proceeds from its asset sales to its stockholders, and dissolve. As a result of the decision to proceed with the dissolution plan, the Company and the Bank are primarily engaged in asset disposition activities.