TCR_Public/970414.MBX



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InterNet Bankruptcy Library - News for April 14, 1997







Bankruptcy News For April 14, 1997




        
  1. 50-OFF Stores Announces Filing of
            Registration Statement with Securities and Exchange
            Commission

  2.     
  3. Top Woman Turnaround and Crisis Manager
            Joins Jay Alix & Associates

  4.     
  5. Petrie Retail Completes D.I.P.
            Refinancing and Sale of Winkelman's Credit Receivables;
            Company Improves Liquidity and Streamlines Operations

  6.     
  7. RDM SPORTS GROUP REPORTS FOURTH QUARTER
            AND YEAR END RESULTS

  8.     
  9. Score Board reports fourth quarter and
            year-end results

  10.     
  11. Merisel reaches agreements in
            principle with debtholders to restructure debt; senior
            notes to convert debt to common stock; 10-K filed Monday

  12.     
  13. DCR Analysis of Sears, Roebuck and Co.
            Announcement

  14.     
  15. Bay View Capital Corporation announces
            first quarter 1997 results; 2 for 1 stock split






50-OFF Stores Announces Filing of
Registration Statement with Securities and Exchange Commission



SAN ANTONIO, TX - April 14, 1997 - San Antonio basedhref="chap11.50-off.html"> 50-OFF Stores, Inc. (Nasdaq:
FOFF), currently operating in a Chapter 11 Bankruptcy proceeding,
announced today that it filed a registration statement late
Friday, April 11, with the Securities and Exchange Commission
(the "SEC") with respect to its proposed offering of up
to 122,009 Units and not less than 30,500 Units at $100.00 per
Unit (the "Offering"). Each Unit is comprised of 20
shares each of the new Series A Preferred Stock and the new
Common Stock the company proposes to issue and sell upon its Plan
of Reorganization's being confirmed by Honorable Lief M. Clark,
Bankruptcy Judge in the United States Bankruptcy Court for the
Western District of Texas, San Antonio Division. Judge Clark has
set the Confirmation Hearing on such Plan for June 3, 1997.



The Company has issued to each stockholder of record at the
close of business on March 21, 1997 one right to subscribe for
and purchase one Unit (the "Right") for each share of
currently outstanding Common Stock held by such stockholder on
March 21, 1997. As of March 21, 1997, there were 12,200,915
shares of Common Stock outstanding. The Rights are not
transferable. Each Right entitles the holder to subscribe for one
Unit prior to May 20, 1997, at which time the Rights expire. An
oversubscription privilege may be exercised by holders of Rights.
Any Units not subscribed for at May 20, 1997 may be offered to
the public by the Company through its executive officers until
the Offering expires.



Each share of the new Series A Preferred Stock will have a
$5.00 stated and liquidation value and is convertible into two
shares of new Common Stock. The Stock will pay a $0.275
cumulative annual dividend.



The Company's Plan of Reorganization calls for:



- a substantial reduction in principal and a lengthening of
maturity of certain long-term debt; -- the issuance of 770,170
shares ($3,991,050 aggregate stated and liquidation value) of new
Series B Preferred stock (secured initially by the net proceeds
of significant litigation brought by the Company, each such share
will have a $5.00 stated and liquidation value and is convertible
into two shares of new Common Stock or, under certain
circumstances, into one share of Series A Preferred Stock) to
general unsecured creditors who may also receive shares of Series
A Preferred



Stock at $5.00/share or cash to the extent such litigation
proceeds exceed $3,991,050; -- the forgiveness of more than $28
million of pre-petition obligations of



the Company; and -- the canceling of all currently outstanding
Common Stock, warrants and options;



and requires the sale and issuance of a minimum of 30,500
Units ($3,050,000) in the Offering.



The Plan and a related Disclosure Statement have been mailed
with ballots to all impaired creditors and stockholders of the
Company as of March 21, 1997 for their approval of the Plan. The
Official Committee for the Unsecured Creditors expressed their
unanimous support for the Plan, as did MetLife Capital
Corporation, an impaired, secured creditor of the Company.
General Electric Capital Corporation, the current provider of
debtor-in-possession financing for the Company, has expressed its
interest in providing the Senior Secured Exit Financing required
by the Plan.



The Company will continue to manage its affairs and operate
its business under Chapter 11 as a debtor in possession while the
Plan is being considered by impaired creditors and stockholders
and the Offering is pending. Through the Plan of Reorganization,
the Company is restructuring its obligations and capitalization
in order to strengthen its financial position so management can
more fully implement its business plan and improve the Company's
operating performance. The Company's ability to successfully
reorganize and continue as a going concern will be affected by a
number of factors, including, but not limited to, uncertainty
regarding the eventual outcome of the bankruptcy case, the degree
of success in reversing the Company's recent business trends and
the ability to alleviate trade credit concerns and restore
merchandise flow to adequate levels. While management believes
that the recent closing of stores and the implementation of
expense cuts commensurate with the downsizing of the total stores
in operation (from 101 to 41 core stores in Texas, Louisiana,
Oklahoma, New Mexico and Tennessee) facilitates its efforts to
improve the Company's operating performance and that the
recapitalization to be implemented upon the confirmation of its
Plan of Reorganization should strengthen its financial position
and alleviate concerns of credit and merchandise suppliers, no
assurance can be given that the Company will be successful in its
continuing efforts to reverse recent business trends and return
to profitability. The Company's projections included in the
Disclosure Statement filed with the court and the Registration
Statement filed with the SEC anticipate a return to profitability
in the current fiscal year ending January 30, 1998.



SOURCE 50-OFF Stores, Inc./CONTACT: Charles Fuhrmann, CEO of
50-OFF Stores, Inc., 210-804-4904/






Top Woman Turnaround and Crisis Manager
Joins Jay Alix & Associates



NEW YORK, NY - April 14, 1997 - Jay Alix & Associates
announced today that Bettina M. Whyte, the nation's leading woman
in the area of corporate turnarounds and restructuring, has
joined its New York office as a Principal. Formerly National
Director of Business Turnaround Services for Price Waterhouse
LLP, Whyte has spent seven years leading turnarounds of
underperforming and financially troubled companies.



"In the turnaround business, there is no substitute for
hands on experience. I have watched Bettina's work for many
years," said Jay Alix, founder of Jay Alix & Associates.
She has established an outstanding track record of successful
turnarounds in very complex situations and in industries, such as
health care, retail aviation and financial services, that are
continuing to undergo radical change. She understands the
landscape ... her skills and savvy are an outstanding addition to
our professional roster."



Whyte's background includes acting as interim crisis manager
of a billion dollar NYSE diversified health care corporation
providing physician management, hospital billing, managed care
and the management of clinics and HMOs; advising the management
of a national computer retailer on a successful turnaround and
sale of the business; and, development of a comprehensive
business plan and loan renegotiation strategy that kept a $300
million waste management company out of chapter 11 bankruptcy.
She has also been named as operating trustee to lead
reorganizations in a range of domestic and international
companies in a variety of industries, including manufacturing,
transportation, high tech, oil and gas, and distribution
companies.



"Working with a firm that specializes in corporate
revitalization increases my ability and flexibility to serve the
entire range of needs that an underperforming company faces. I am
excited about the opportunities and very proud to be joining
JA&A," said Whyte.



Prior to Price Waterhouse, Whyte was a partner with Peterson
& Co. Consulting and before that the owner of KRW Associates.
She is a Fellow of the American College of Bankruptcy, serves on
the Governing Board of the Education Foundation of the Commercial
Finance Association, and is on the Board of Directors of the
Association of Insolvency Accountants. Other professional
associations include the Turnaround Management Association and
the American Bankruptcy Institute. Whyte has conducted seminars
for bankers, lawyers and corporate officers on the topics of
workouts, lender liability and reorganization.



Whyte is a Certified Insolvency & Restructuring
Accountant. She has an MBA in finance and accounting from
Northwestern University and a B.S. in industrial economics from
Purdue University. She currently resides in Houston. SOURCE Jay
Alix & Associates



/CONTACT: Mike Millican of Jay Alix & Associates,
212-371-2200/






Petrie Retail Completes D.I.P.
Refinancing and Sale of Winkelman's Credit Receivables; Company
Improves Liquidity and Streamlines Operations



SECAUCUS, N.J., April 14, 1997 - Petrie
Retail, Inc.
a privately held company which has been
operating under Chapter 11 of the U.S. Bankruptcy Code since
October, 1995, today announced it is implementing a number of
actions to further its reorganization efforts. These actions
include:



- the repayment of $45 million of prepetition secured debt; --
the signing of a commitment letter with Chase Manhattan Bank for
a $96 million credit facility, which extends the Company's
debtor-in-possession financing for two years, through April 1999,
providing the Company with improved liquidity to manage its
business, at more favorable pricing. This financing arrangement
is backed by a $50 million letter of credit provided by an
affiliate of E.M. Warburg, Pincus LLC;



- the sale of the charge card receivables of its Winkelman's
store chain to Shoppers Charge Accounts Co., a division of Hudson
United Bank of Mahwah New Jersey. Under the agreement, Shoppers
Charge Co. will operate Winkelman's credit operation, which
accounts for about $40 million in sales per year, for a period of
five years.



- the closing of an additional 104 unprofitable stores in its
Petrie Core stores, which will focus the chain on its remaining
306 Petrie Core stores as well as its 407 G+G/Rave stores and 61
Winkelman's stores. The Company stressed that the closings only
relate to Petrie's Core division stores operating under the name
Petrie, Maryann's, Stuarts, Jean Nicole and Resource; no
Winkelman's or G+G/Rave stores will be affected.



The Company said that as part of its financing arrangements,
it will be requesting from the U.S. bankruptcy court an extension
of its period of exclusivity through April, 1999.



"The new bank financing we have received, together with
the proceeds from the sale of the Winkelman's charge card
receivables provide us the ability to pay off our prepetition
secured debt and the financial resources we need to operate our
stores and place us in a position to emerge from Chapter
11," said Edwin J. Holman, Chairman and Chief Executive
Officer of Petrie. "While the environment for women's
apparel retailing continues to be difficult, we are pleased by
the continued progress of our G+G/Rave and Winkelman's chains as
well as our Petrie Core stores in Puerto Rico and in other
markets. G+G/Rave in particular just finished an outstanding year
with operating earnings increasing 130% over 1995. Although we
must continually review the profitability of all stores, we
believe that the base of stores we will have after the announced
closings will provide a solid foundation for a healthy company.



"Although these closings are important to secure our
future, we know that many of our valued associates will be
affected by this action. We are working to assure that associates
whose positions will be eliminated are treated fairly,"
continued Holman.



Petrie said that it will begin closing the 104 Petrie Core
stores by late April and expects to complete the process by early
July.



Petrie Retail, Inc. is a retailer of women's apparel based in
Secaucus, New Jersey. SOURCE Petrie Retail, Inc.



/CONTACT: Tom Daly, Dawn Dover or Adam Weiner of Kekst and
Company, 212-593-2655, for Petrie Retail/






RDM SPORTS GROUP REPORTS FOURTH QUARTER AND
YEAR END RESULTS



ATLANTA, GA--April 14, 1997-- - 1996 Results Include Gain from
Sale of Camping and Bike Division and One Time Charges Relating
to Tax Planning - - Fourth Quarter Meets Forecasted Profitability
-



RDM SPORTS GROUP, INC. (NYSE: RDM) today announced its fourth
quarter and year end financial results for the period ended
December 31, 1996.



Results for 1996 year reflect the sale of the assets of the
company's camping, bicycle and snow products businesses to
Brunswick Corporation (NYSE: BC) during the year. Consequently,
the company reported a pre-tax gain of $116.3 million. These
businesses contributed $125.3 million of revenue and $4.8 of
operating profit.



Total revenues for the fourth quarter ended December 31, 1996
were $62.4, compared to $207.4 for the quarter ended December 31,
1995. RDM reported net income of $363,000, or $0.01 per share,
compared to a net loss of $41.7 million, or ($0.85) per share,
for the same period in 1995.



Total revenues for the year ended December 31, 1996 were
$366.7 compared to $730.9 million for 1995 which included
revenues of $96.4 million and $211.1 million for the divested
camping and bicycle businesses, respectively. During 1996, these
businesses contributed $19.2 million and $106.0 million in
revenues respectively. The net profit for 1996 was $775,000, or
$0.02 per share, compared to a net loss of $51.0, or $1.04 per
share, for the same year ago period. Including the $116.3 million
gain on sale of subsidiaries during the year, earnings before
income taxes and extraordinary item were $15.9 million, compared
to a loss of $80.5 million, for the same period in 1995.



During the year the company recorded several one-time charges
developed with its tax advisors to optimize its tax planning
strategy.



Including the effects of one time charges, the shift of
production from the Olney facility, the effects of weak retail
sales environment, and low volume for several product lines, the
company reported gross margins of $1.3 million for the year
compared to $86.6 million a year ago. The cost of sales included
the write-off of certain fitness inventory in the amount of $10.3
million and the write down of toy products and Hutch inventories
in the amount of $2.7 million. Excluding the write-offs, the
company would have reported gross profit of $14.3 million. The
fitness business was adversely impacted during the year by the
simultaneous effect of introducing new products and shifting
production to the Opelika, Alabama operation from the closed
Tyler, Texas and Olney, Illinois bicycle facilities. These
actions will have no impact on 1997 financial results.



Product warranty costs in the fitness business were $22.0
million. Initiatives implemented during the third and fourth
quarters, including extensive piloting and testing of new product
introductions, implementation of strict quality assurance
programs, and a complete re-engineering of product lines, are
expected to reduce product warranty costs to a level consistent
with industry averages. The company noted it has made significant
progress in this area over the past five months.



Jim Marden, DP and RDM President and Chief Operating Officer,
stated, "Our 1997 product lines are much simpler and will be
built from three basic platforms thus simplifying the
manufacturing process. The bulk of past product warranty was
related to lower or opening price point treadmills which we no
longer manufacture."



The divestiture of its camping and bicycle businesses will
create greater seasonality for the company in the future as we
anticipate the second half of the year will be profitable whereas
the first half of the year will reflect a loss. Approximately 65%
of the company's revenues are now forecasted for the 2nd half of
the year. The Company is exploring initiatives that will minimize
such seasonality although such actions are not expected to be
fully in place until the 1998 fiscal year. Fitness revenues are
expected to be 54% of total company revenues during 1997. As a
result, the company said it is presently restructuring its
working capital lines to accommodate this change and effectuate
greater liquidity. Under the revised structure, approximately $20
million of its revolving debt will be converted to a term and
subordinated debt facility with a multiple year amortization.



"Total asset based financing does not work well in
seasonal situations,: said RDM Vice President, Treasurer Charles
Sanders. "A term facility will enable us to support longer
lead time items required using letters of credit and for
inventory build-up," noted Sanders. The company expects its
new working capital facility to close sometime in April 1997.



The Company said it received strong interest for its 1997
product lines as a result of the February 1997 Atlanta Super Show
and the New York Toy Fair at which the Flexible Flyer Toy
Division introduced over 20 new products.



RDM noted its "Big Toys In A Small Carton" concept
received a high level response. This idea is being responsive to
the retailers' mandate for products requiring a minimum amount of
floor space. In addition, Flexible Flyer's "Two in One"
toy concept was well received. "Our focused business unit
concept will pay dividends in 1997," said Flexible Flyer
President, Tim Voss. "We now have a totally toy focused
management and expect 20% revenue growth in 1997 over 1996."



At the Super Show, DP introduced new quality features and
innovations on the Trainium line of treadmills and polar
monitoring devices on treadmills and Exercise Bikes. A clear
distinction was presented to the trade regarding the DP and
Vitamaster tradenames. There was strong interest in the Reebok
brand products. "Despite past warranty and delivery issues,
we were able to convince our major customers that the necessary
corrective actions are in place," said Jim Marden, DP
President. "Our 1997 forecast calls for at least a 30%
revenue growth in 1997 over 1996."



RDM Sports Group, Inc. is a leading producer of fitness
equipment and is a leading producer and distributor of toys and
team sport equipment. The trademarks or brands under which RDM
sells its products include Flexible Flyer, Reebok, Healthmaster,
Vitamaster, MacGregor, DP, Hutch, Reach and Forster.



                 ROADMASTER INDUSTRIES, INC. AND
                 SUBSIDIARIES
                        Selected Income Statement
                        Data
                     (in thousands, except per
                     share data)


                      Three Months Ended         
                      Twelve Months Ended
                     Dec. 31, 1996 Dec. 31, 1995
                     Dec. 31, 1996 Dec. 31, 1994


        Net Sales               62,448    207,395
            366,683     730,875 Cost of Sales    
              73,535    188,899     365,401    
        644,268
           Gross Profit       (11,087)     18,496
                 1,282      86,607


        Selling, general and
           administrative
           expenses            (3,225)     37,924
                65,405      92,814


        Impairment loss          1,470     23,500
              1,470      23,500


        Restructuring expense       --      7,521
              4,262       7,521


        Other expense, net:
        Interest expense         2,732     9,3954
             22,652      35,470 Gain on sale of
         subsidiaries          (17,849)          
            (116,324)
        Other, net                (522)     5,522
              7,951       7,785


        Earnings (loss) before income tax
           expense (benefit) and extraordinary
           item                  6,307   (65,366)
                15,866    (80,483)


        Income tax expense 
         (benefit)               5,944   (23,621)
              11,360    (29,479)
        Income (loss) before extraordinary
           item                    363   (41,745)
                 4,506    (51,004)
        Extraordinary loss,
         net of tax                 --      --   
               3,371       --
        Net earnings (loss)        363   (41,745)
                775    (51,004)


        Earnings per common share,
        Primary and Fully diluted:
           Income (loss) before extraordinary
          item                0.01     (0.85)    
             0.09      (1.04)
           Extraordinary loss      --        --  
                 (0.07)       --
        Net earnings (loss)   0.01     (0.85)    
           0.02      (1.04)


        Weighted average common shares
           outstanding and common stock
           equivalents:
           Primary and fully
        diluted             48,980     49,177    
          49,677    49,004


The information contained herein was obtained from the
management of RDM SPORTS GROUP, INC. and other sources deemed to
be reliable. This does not constitute the solicitation of the
purchase or sale of securities. Lippert/Heilshorn &
Associates, Inc. is employed by the Company as its investor
relations firm.



CONTACT: Jeffrey Volk, ext. 102 Company Contact: Henry Fong,
President & CEO RDM SPORTS GROUP INC. 250 Spring Street NW 3S
Atlanta, GA 30303 (561) 624-0885






Score Board reports fourth quarter and
year-end results



CHERRY HILL, N.J.--April 14, 1997--The Score Board, Inc.
(Nasdaq: BSBL) today reported fourth quarter and year- end
results for the periods ended December 31, 1996. Because the
Company recently changed its fiscal year-end from January 31 to
December 31, the fourth quarter ended December 31, 1996 is a two-
month period, and the year ended December 31, 1996 is an eleven
month period, compared to three months and twelve months,
respectively, for the comparable periods ended January 31, 1996.
The Company also announced that it expects to report an operating
loss for the 1997 first quarter ended March 31, 1997.



Net sales for the two months ended December 31, 1996 were
$4,316,000, compared to $18,945,000 for the three months ended
January 31, 1996. The Company reported a net loss of $4,964,000,
or $0.34 per share, for the fourth quarter ended December 31,
1996, compared to a net loss of $8,960,000, or $0.76 per share,
in the prior year's fourth quarter.



Net sales for the eleven-months ended December 31, 1996 were
$42,593,000, compared to $74,953,000 for the full year ended
January 31, 1996. The Company reported a net loss for the eleven-
month period ended December 31, 1996 of $17,436,000, or $1.42 per
share, compared to a net loss of $8,204,000, or $0.71 per share,
for the twelve months ended January 31, 1996.



The decrease in revenues for the two-month and eleven-month
periods reflect the change in the Company's fiscal year, its
strategy to decrease production quantities and product offerings
in response to the continued weakness in the trading card market,
a decline in sales of autographed memorabilia due in part to the
loss of a significant retail account, and higher than anticipated
returns.



The Company's operating results were impacted by a decrease in
sales of trading card products, which traditionally sell at high
margins, and increases in reserves for returns, obsolescence and
player contracts. This impact was partially offset by a reduction
in selling and administrative expenses, with variable selling
expenses decreasing in response to lower sales volumes and
administrative costs declining due to the Company's ongoing focus
on cost control measures.



At December 31, 1996, the Company was in violation of certain
loan covenants under the loan agreement with its bank. The bank
has agreed to waive the violation and reset the covenants.



The Company's independent auditors have informed the Company
that they will issue a going concern opinion for 1996 due to the
Company's substantial loss, decrease in working capital and the
excess of liabilities over assets at December 31, 1996. The
Company has started a plan to increase working capital that
includes entering into a strategic distribution agreement with
Frontier Communications International Inc. relating to the
development and marketing of telephone calling cards and
implementing various cost cutting and reengineering measures.
Although the results of these actions cannot be predicted, the
Company believes these steps are appropriate and will help the
Company improve its operating results.



Other notable recent events include the addition to the
Company's Board of Directors of representatives Ira M. Lubert
from T.L. Ventures and James G. Dole with Frontier Communications
International Inc., a subsidiary of Frontier Corporation
(NYSE:FRO), and the February 1997 appointment of former Coopers
& Lybrand partner John F. White as the Company's President
and Chief Operating Officer.



The weighted average number of shares outstanding for the year
ended December 31, 1996 was 12,919,000 compared to 11,558,000 in
the fiscal year ended January 31, 1996. The increase in weighted
average shares is primarily a result of the November 1996 $4.0
million private equity placement led by T.L. Ventures, the
venture capital management arm of Safeguard Scientifics, Inc.
(NYSE: SFE), and the issuance of 912,000 shares of Common Stock
in connection with the retirement of $6.5 million of long-term
debt.



The Score Board, Inc. is a leading marketer and licensor of
sports and entertainment-related products sold through national
retailers and catalogs, television shopping programs,
hobby/specialty shops, and corporate promotions and premium
programs. The Company markets prepaid telephone calling cards,
autographed collectibles, consumer sports products, sports
trading cards and other collectible products.



                          THE SCORE BOARD, INC.
                  Condensed Consolidated Balance Sheets
                         (thousands of dollars)
                                    


                                 ASSETS
        


        Current Assets:                         12/31/96      1/31/96
           Cash                                $     470  $       142
           Receivables                             6,157       14,895
           Inventories                            10,250       16,449
           Prepaids                                1,010        4,972
         Total current assets                 17,887       36,458
        


        Fixed assets, net                          1,578        1,616
        Other assets                                 815        2,044
                                             $20,280      $40,118
        


                  LIABILITIES AND SHAREHOLDERS' EQUITY
        


        Current Liabilities:                    12/31/96      1/31/96
           Line of credit                         $6,743       $9,884
           Accounts payable                        6,749        9,122
           Accrued liabilities                     4,080        4,419
         Total current liabilities            17,572       23,425
        


        Long-term debt                             4,000       10,500
        Shareholders' equity (deficit)            (1,292)       6,193
                                             $20,280      $40,118
        


                          THE SCORE BOARD, INC.
                   Condensed Statements of Operations
                (in thousands, except per share amounts)
        


                                 Quarter Ended          Year Ended
                             Dec. 31,    Jan. 31,     Dec. 31,  Jan. 31,
                            Two Months Three Months    Eleven    Twelve
                                                       Months    Months
                                 1996      1996         1996      1996
        Net Sales                 $ 4,316   $ 18,945     $ 42,593  $ 74,953
        


        Cost of Goods Sold          5,393     13,470       39,201    45,211
        


        Gross Profit (Loss)        (1,077)     5,475        3,392    29,742
        


        Selling, General and
          Administrative Expenses   3,702      8,221       20,444    28,126
                                        


        Securities Litigation
          Settlement                   -0-        -0-          -0-    2,175
        


        Realignment, Restructuring 
          and Discontinuance of
          Product Lines                -0-     5,675           -0-    5,675
        


        (Loss) from Operations     (4,779)    (8,421)     (17,052)   (6,234)
        


        Net Interest Expense          185        539        1,338     1,970
        


        (Loss) Before Income
          Taxes and
          Extraordinary Gain       (4,964)    (8,960)     (18,390)   (8,204)
        


        Income Taxes                   -0-        -0-          -0-       -0-
        


        Net (Loss) Before 
          Extraordinary Gain       (4,964)    (8,960)     (18,390)   (8,204)
        


        Extraordinary Gain             -0-        -0-         954        -0-
        


        Net Loss                 $ (4,964)  $ (8,960)   $ (17,436) $ (8,204)
        


        Net (Loss) per Share
          Before Extraordinary
          Gain - Primary         $  (0.34)  $  (0.76)    $  (1.42) $  (0.71)
        


        Net (Loss) per 
          Share - Primary        $  (0.34)  $  (0.76)    $  (1.35) $  (0.71)
        


        Average Number of
         Shares Outstanding
          - Primary             14,509,000  11,811,000   12,919,000
        11,558,000
        *T                                
        


CONTACT: The Score Board Inc. -or- Jaffoni & Collins
Incorporated John F. White David C. Collins, 609/354-9000 Joseph
N. Jaffoni 212/505-3015 dccjci@aol.com






Merisel reaches agreements in principle
with debtholders to restructure debt; senior notes to convert
debt to common stock; 10-K filed Monday



EL SEGUNDO, Calif.--April 14, 1997--Merisel, Inc.
(NASDAQ:MSEL) Monday announced that it has reached an agreement
in principle with holders of more than 75 percent of the $125
million principal amount outstanding of 12.5 percent Senior Notes
to convert the notes to common stock.



The company has also entered into agreements in principle with
the participating lenders in the Revolving Credit Agreement, 11.5
percent Senior Notes, and Subordinated Notes issued by Merisel
Americas, Inc., the company's operating subsidiary.



Representatives of more than two-thirds of the Revolving
Credit Agreement and 11.5 percent Senior Notes outstanding have
agreed to extend their respective maturities to Jan. 31, 1999,
subject to the consent of the remaining holders of outstanding
debt and certain other conditions.



In consideration of the extension, Merisel has agreed to pay
certain fees, as well as an interest rate increase of .5 percent
per quarter in 1998 for each quarter the debt remains
outstanding. As of Dec. 31, 1996, the company had $85.2 million
in borrowings under its Revolving Credit Agreement, $56.8 million
of 11.5 percent Senior Notes and $17.6 million of privately
placed Subordinated Notes.



Under the terms of the agreement with the 12.5 percent
noteholders and pursuant to the fulfillment of certain
conditions, holders of the 12.5 percent Senior Notes would
exchange their notes for 80 percent of the post-restructuring
outstanding shares of common stock (or approximately 120.3
million shares of common stock based on the current 30.1 million
shares outstanding).



Simultaneously, stockholders as of the exchange date would
receive warrants to purchase common stock constituting 17.5
percent of the then-outstanding, post-restructuring common stock
(representing approximately 26.4 million shares). The warrants
will be exercisable for seven years from the exchange date and
will be issued in two separately trading tranches of equal size
with exercise prices based upon implied aggregate equity values
of $215 million and $265 million, respectively. Based upon the
number of shares currently outstanding, the exercise prices would
be approximately $1.43 and $1.74 per share, respectively.



Because of the large number of shares to be issued in the
exchange, the company may consider a reverse stock split, in
which event the number of shares outstanding and the warrant
exercise prices would be adjusted ratably.



When completed, the agreements will eliminate $125 million of
parent company 12.5 percent Senior Note obligations, restructure
approximately $155 million of operating company debt, amend
certain covenants and enable the company to create an appropriate
capital structure for its current business and potential growth.



``The proposed conversion of debt to equity not only
strengthens the company's balance sheet significantly and avoids
significant debt amortization required in mid- and late 1997, but
it also will free up substantial amounts of cash which otherwise
would have been used for interest payments. The anticipated
increase in cash flow will be used to pursue our business plan,''
stated Dwight A. Steffensen, Merisel chairman and chief executive
officer.



``We are extremely pleased to have reached satisfactory
agreements in principle with our debtholders on such a rapid
timetable. We believe that the debt restructuring will enhance
the long-term equity value of the company and relieve Merisel
from financial restrictions that have inhibited the company from
achieving greater profitability.''



The exchange of debt for equity is subject to numerous
conditions, including consent of the remaining debtholders of
Merisel Americas to the extension of their indebtedness or a
refinancing of the debt, and stockholder approval of an amendment
authorizing the additional shares of stock. Stockholder approval
would be sought at a meeting to be scheduled and held within the
next few months.



In addition, the exchange offer of debt to equity will be
conditioned upon approval of 100 percent of the holders of the
parent company 12.5 percent Senior Notes. If approval cannot be
obtained from all noteholders, the company and the consenting
noteholders have agreed to complete the conversion of debt to
equity through the filing of a prepackaged plan of reorganization
under Chapter 11.



The holders of the requisite percentage of principal amount
have already agreed to vote in favor of such a plan.



The prepackaged filing, should it be required, would involve
only the parent company, Merisel, Inc., and would not affect
vendor, customer or employee relations with the company's
subsidiaries, Merisel Americas, Inc. and Merisel Canada, Inc.,
through which Merisel conducts virtually all of its distribution
business.



The terms of the agreements in principle are included in the
company's 1996 10-K, which was filed Monday. The 10-K filing is
in line with the company's announcement on March 28 of a two-week
extension.



Merisel, Inc. is a leading distributor of computer hardware,
software and networking products. Through its subsidiaries,
Merisel Americas, Inc. and Merisel Canada, Inc., Merisel
distributes a full line of 25,000 products to more than 45,000
resellers throughout the United States and Canada.



Additional information can be obtained through the company's
World Wide Web site (http://www.merisel.com)or by
requesting information by fax at 310/615-6811.



CONTACT: Merisel, Inc., El Segundo James Illson, 310/615-1295
Rivian Bell, 310/615-6812 or 310/615-6868 800/686-1910 (24-hour
pager)






DCR Analysis of Sears, Roebuck and Co.
Announcement



CHICAGO, IL - April 14, 1997 - Sears, Roebuck and Co. (NYSE:
S) (Sears) disclosed on April 10, 1997, that reaffirmation
agreements reached with some of its credit card holders who had
sought bankruptcy court protection were not handled in
conformance with U.S. bankruptcy code. Debtors in bankruptcy
proceedings may agree to pay their debt to certain creditors if a
reaffirmation agreement is executed between a creditor and the
debtor, and the agreement is filed with the court and approved by
the court. Recently, at a bankruptcy court in Massachusetts, it
came to light that not all of Sears` reaffirmations were
appropriately filed or properly approved.



As the company will likely have to reach appropriate
agreements with several different constitutencies, the financial
implications of this development remain unclear. As a point of
reference, between 1992 and April 1, 1997, Sears received an
estimated $2.4 billion of gross chapter 7 bankruptcy filings. Of
these filings, an estimated $412 million of the credit card debt
was reaffirmed. It is yet to be determined how much of past
reaffirmation activity was not in compliance with federal
bankruptcy laws. The company has undertaken a nationwide review
of each of its nine credit operating centers to assess the level
of noncompliance on a region-by-region basis.



While Sears has filed a voluntary restitution plan with the
U.S. bankruptcy court in Massachusetts, it is at the court's
discretion to determine if the restitution plan is acceptable or
whether further sanctions are warranted. Similar filings and
reviews will likely occur in bankruptcy courts in other
jurisdictions.



In addition, as is currently the case in Massachusetts, Sears
will also likely come under the scrutiny of state attorneys
general regarding possible violations of consumer protection
statutes. The company is also in discussions with the U.S.
Department of Justice. A lawsuit seeking class action status has
been filed.



DCR will be monitoring developments closely. Aside from
evaluating any potential financial implications, Sears will also
be examining any possible breach in controls, oversight or
training at the regional credit operating centers that resulted
in these occurrences. DCR plans to meet with Sears management to
discuss the critical issues and further assess the situation.



DCR rates at `A` (Single-A) the senior debt of Sears, Roebuck
and Co. and its financing subsidiary, Sears Roebuck Acceptance
Corp. (SRAC). The preferred stock of Sears is rated `A-`
(Single-A-Minus) and SRAC`s commercial paper is rated `D-1`
(D-One).



SOURCE Duff & Phelps Credit Rating Company /CONTACT: Doris
S. Nakamura, 312-368-3130, or nakamuradcrco.com, or Thomas P.
Razukas, CFA, 212-908-0223, or razukasdcrco.com, both of Duff
& Phelps Credit Rating Co./






Bay View Capital Corporation announces
first quarter 1997 results; 2 for 1 stock split



SAN MATEO, Calif.--April 14, 1997--Bay View Capital
Corporation ("the Company" or "Bay View" or
"BVCC"), a diversified financial services holding
company for Bay View Bank ("Banking Platform" or
"BVB"), Bay View Securitization Corporation
("BVSC"), California Thrift & Loan ("Consumer
Finance Platform" or "CTL") and Concord Growth
Corporation ("Commercial Finance Platform" or
"CGC"), today reported earnings of $5.3 million or $.78
per share, for the first quarter of 1997.



This compares with earnings of $4.0 million, or $.56 per
share, for the first quarter of 1996, an improvement of $.22 per
share or 39% over the quarter-to-quarter earnings. The
improvement in the Company's earnings was primarily due to an
expanding net interest margin attributable to lower cost of funds
from its banking platform and also the impact of the acquisition
of its consumer finance platform (which was completed in June
1996) including the sale and securitization of auto loans in
January 1997. For the fourth quarter of 1996, Bay View reported
net income of $4.9 million or $.72 per share.



Edward H. Sondker, President and Chief Executive Officer said,
"We are pleased with another solid earnings performance. The
capital redeployment strategies that have been implemented thus
far have yielded extremely positive results for Bay View. These
strategies include the acquisition of CTL and CGC, the sale and
securitization of $253 million of auto loans and the repurchase
of more than 1 million of the Company's shares. We believe Bay
View is well positioned for continued growth and
profitability."



Tangible Cash Earnings



Tangible cash earnings are based on earnings for each period
and exclude charges tied to the market value of the Company's
common stock related to management incentive plans and the
Employee Stock Ownership Plan and charges associated with the
amortization of intangibles. The following table shows the
components of tangible cash earnings for the respective periods:



                                              Three Months Ended
        


                      
                                  March 31,   December 31,  March 31,
                                                


                                        1997         1996         1996
        (Dollars in thousands)                             
        


        Net income                  $  5,262      $ 4,868      $ 3,993
        Adjustments:                                          
        


         Amortization of intangibles     496          496          417
         ESOP                             60           56           56
         Management incentive plans      402
        ---          --- Tangible cash earnings      $  6,220      $ 5,420
        $ 4,466 Tangible cash earnings per   
        


         share                      $   0.92      $  0.80      $  0.63
        


         Net Interest Margin Continues to Expand
        


        A summary of consolidated net interest income and margins follows: 
        


                                                                        
                                  Three Months Ended
        


                March 31, 1997     December 31, 1996    March 31, 1996
                 Net      Net         Net      Net       Net       Net
              Interest  Interest  Interest   Interest  Interest  Interest
               Income    Margin    Income     Margin    Income    Margin
        


        (Dollars in thousands)
                                                                       BVB
        $18,076    2.56%    $17,447      2.51%    $15,708   2.21%
        


  CTL
               (post acquisi- tion)        3,633    5.03       6,687
        5.06       ---      ---
        


BVCC(a)
          (654)    N/A      (1,082)      N/A       506      N/A
        


                                                                   
                                                                       BVCC-
        Consoli- dated      $21,055    2.72%    $23,052      2.79%  $16,214
        2.21%
        


            (a) Consists primarily of interest expense on $50 million 8.42%
        Senior Debentures (all-in cost 8.91% annualized) issued in May 1996
        to partially finance the acquisition of CTL.  -0-
        


Consolidated net interest income for the first quarter of 1997
was $21.1 million, an increase of $4.9 million as compared to
first quarter 1996 net interest income of $16.2 million. The
consolidated net interest margin for the quarter ended March 31,
1997 was 2.72%, up 51 basis points as compared to 2.21% for the
same period in the prior year. The improvement in the
consolidated net interest margin was primarily due to lower cost
of funds from the banking platform and the inclusion of the net
interest income for the consumer assets acquired. The
consolidated net interest income for the fourth quarter of 1996
was $23.1 million, representing a net interest margin of 2.79%.



Bay View Bank



The banking platform's first quarter 1997 net interest margin
was 2.56%, an increase of 35 basis points as compared to net
interest margin of 2.21% for the same period in 1996. The net
interest margin for the fourth quarter of 1996 was 2.51%. The
improvement in net interest margin was primarily due to lower
cost of funds related to retail deposits.



The cost of retail deposits at March 31, 1997 was 4.53%, 23
basis points below the Eleventh District Cost of Funds Index
("COFI") of 4.76%. The cost of retail deposits at March
31, 1997 decreased by 7 basis points and 71 basis points as
compared to the cost of retail deposits at December 31, 1996 and
1995, respectively. The decrease in the cost of retail deposits
was primarily due to favorable repricing of certificates of
deposit and an increase in transaction accounts which are at
lower rates than certificates of deposit. Transaction accounts as
a percentage of total deposits were 30.8% at March 31, 1997 as
compared to 30.3% and 21.3% at December 31, 1996 and 1995,
respectively.



The following table is a summary of the cost of retail
deposits versus COFI:



           
                              March 31,     December 31,     December 31
                                1997           1996             1995
                                                                   Cost of
        retail deposits    4.53%          4.60%         5.24% COFI
        4.76           4.84          5.12 Spread above/(below) COFI (0.23)%
        (0.24)%        0.12%
        


Interest rate risk sensitivity estimated by management, as
measured by the change in the net portfolio value of equity as a
percentage of the present value of assets from an immediate 200
basis point increase/decrease in interest rates, was 0.72% as
compared to 1.15% at February 28, 1997 and December 31, 1996.
BVB's sensitivity measure as of December 31, 1996 was better than
85% of all thrift institutions based on data provided by the
Office of Thrift Supervision.



Management has also estimated, based on interest rate risk
analyses as of February 28, 1997, that an increase in market
interest rates of 100 and 200 basis points would result in an
annualized decrease in net interest income of approximately $1
million and $3 million, respectively.



California Thrift & Loan



The consumer finance platform's first quarter 1997 net
interest margin was 5.03%, a decrease of 3 basis points from
5.06% for the fourth quarter of 1996. The lower net interest
margin was primarily due to the sale of its $253 million auto
portfolio during the first quarter of 1997 and the sale of its
entire leasing portfolio in December 1996 which aggregated $60
million. However, the net interest margin was favorably impacted
by the redemption of CTL's high cost customer deposits (higher
than BVB's incremental borrowing cost) at face value
(approximately $267 million) at December 31, 1996.



The premium arising from the sale of the $253 million auto
loan portfolio was recorded as part of the purchase accounting
valuations related to the acquisition of CTL. A gain of $925,000
was realized in the statement of operations due to the
improvement in the fair value of the auto loans as a result of
changes in market interest rates between the acquisition date and
the sale date. David A. Heaberlin, Executive Vice President and
Chief Financial Officer of the Company said, "In light of
this gain, we chose to defer any further auto loan securitization
activity until the second quarter. Since the majority of our auto
loan production is high quality/non sub-prime, we do not expect
the recent sub-prime asset quality concerns to materially impact
our future securitization activities." See further
discussion in "Noninterest Income" section.



Provision for Loan Losses



The consolidated provision for losses on loans was $565,000
(including $165,000 related to CTL) for the first quarter of 1997
as compared to $600,000 for the same period in 1996. The
consolidated provision for losses on loans for the fourth quarter
of 1996 was $700,000. BVB's credit quality has continued to
remain strong as evidenced by a continuing decline in
nonperforming assets and delinquencies. CTL's credit quality has
remained essentially the same since its acquisition. A summary of
the trends in credit quality and delinquencies follows:



                                     Nonperforming Assets
                                   as a Percentage of Total Assets (Dollars
        in        March 31,          December 31,      December 31,
        thousands)           1997                 1996              1995
        


                                                                       BVB
        $17,621   0.62%     $18,929    0.63%  $38,811   1.29%
        


                                                                       CTL
        (post-        5,137   2.32%       5,381    1.16%
        ---     --- acquisition)       
        


                                                                       BVCC-
        Consolidated    $22,758   0.75%     $24,310    0.74%  $38,811
        1.29%
        


The increase in nonperforming assets as a percentage of total
assets for CTL was due to the impact of the sale of its $253
million auto loan portfolio.



                                Loans Delinquent 60 Days or More
                                     as a Percentage of Gross Loans (Dollars
        in        March 31,          December 31,     December 31,
        thousands)           1997                 1996             1995
        


                                                                        BVB
        $20,486   0.97%     $19,769  0.96%    $20,166  0.96%
        


                                                                        CTL
        (post- acquisition)      1,844   0.91%       3,239  0.77%
        ---    ---
        


                                                                        BVCC-
        Consolidated    $22,330   0.96%     $23,008  0.92%    $20,166
        0.96%
        


         Reserve Adequacy
        


                                      Allowance for Losses
                                 as a Percentage of Nonperforming Assets
        (Dollars in          March 31,    December 31,     December 31,
        thousands)             1997          1996              1995
        


                                                                         BVB
        $26,840    152%   $26,681    141%    $30,944  80%
        


                                                                         CTL
        (post-                                               acquisition):
        


         Assets held for   
          portfolio          1,066    ---      2,332    ---        ---   ---
         Assets held-for-   
          sale               1,013    ---      7,391    ---        ---   ---
          Subtotal           2,079    40%      9,723    181%       ---   ---
                                                                         BVCC
        Consolidated  $28,919   127%    $36,404    150%   $30,944   80%
        


                                 Allowances for Losses on Loans
                                 as a Percentage of Nonperforming Loans
        (Dollars in        March 31,       December 31,      December 31,
        thousands)           1997              1996             1995
        


                                                                      BVB
        $26,840   246%   $26,681    190%   $30,014    279%
        


                                                                           CTL
        (post                                                 acquisition):
        


         Assets held for                                       
          portfolio       1,066   ---      2,332    ---        ---    ---
         Assets held-for-                          
          sale            1,013   ---      7,391    ---        ---    ---
          Subtotal        2,079    93%     9,723    465%       ---    ---


BVCC-
        Consolidated    $28,919   220%   $36,404    226%   $30,014    279%
        


The decrease in the allowance for loan losses relating to CTL
was due to the sale of its $253 million auto loan portfolio. The
allowance for losses related to the auto loan portfolio was
included in the lower of cost or market measurement of the
carrying value of the auto loans which were classified as held
for sale.



Noninterest Income



Noninterest income for the first quarter of 1997 was $3.6
million as compared to $1.8 million for the same period in the
prior year. Noninterest income for the fourth quarter of 1996 was
$2.0 million. The increase in noninterest income as compared to
the prior year quarters was primarily due to the following:



1. During the first quarter of 1997, CTL sold $253 million
auto loans and the premium arising from the sale of the auto
loans was recorded as part of the purchase accounting valuations
related to the acquisition of CTL. A gain of $925,000 was
realized in the statement of operations due to the improvement in
the fair value of the auto loans as a result of changes in market
interest rates between the acquisition date and the sale date of
the auto loans. This gain was partially offset by a loss of
$293,000 in the fourth quarter of 1996 associated with a short
sale of treasury securities utilized to hedge the valuations of
CTL's auto loan portfolio from movements in interest rates.



2. During the fourth quarter of 1996, BVB sold $31 million of
its mortgage-backed securities from its available-for-sale
portfolio and recorded a loss of $245,000.



3. During the first quarter of 1996, BVB sold $24 million of
its mortgage-backed securities from its available-for-sale
portfolio and recorded a loss of $260,000.



Sale and Securitization of Auto Loans



In November 1996, BVSC filed with the Securities and Exchange
Commission a shelf registration statement on form S-3 for $500
million of automobile receivable-backed securities. The Company
intends to securitize its auto loans on a quarterly basis. As
discussed elsewhere herein, during the first quarter of 1997,
$253 million of auto loans were sold and securitized and the
premium from the sale was recorded as part of purchase
accounting. A gain of $925,000 was realized arising from the
improvement in the fair value of the auto loans sold due to
change in market interest rates. As a result of the realized
gain, no further securitizations were completed during the
quarter and the next securitization is targeted for the second
quarter of 1997.



General and Administrative Expenses



General and administrative expenses were $14.6 million and
$15.1 million for the first quarter of 1997 and fourth quarter of
1996, respectively, and included certain special mention items
discussed below (see Special Mention Items). Excluding special
mention items, general and administrative expenses were $14.2
million as compared to $14.9 million for the fourth quarter of
1996. General and administrative expenses for the first quarter
of 1996 (prior to the CTL acquisition) was $10.7 million. The
following table summarizes general and administrative expenses
and efficiency ratios exclusive of special mention items:



                                        Three Months Ended
                        March 31,       December 31,         March 31,
                          1997             1996                1996
                   G&A  Efficiency    G&A  Efficiency     G&A  Efficiency
        


        (Dollars in thousands)


 BVB
                  $9,671    48.50%   $10,264   54.10%    $10,737   58.68%
        CTL (post- acquisition)   3,859    72.05      4,144   50.35
        ---     --- BVCC             640      N/A        461     N/A
        ---     N/A BVCC-             Consolidated $14,170    57.53%
        $14,869   56.01%    $10,737   58.68%
        


Bay View Capital Corporation and Bay View Bank



The decrease in general and administrative expenses as
compared to the prior year quarters was primarily due to lower
deposit insurance expense. General and administrative expenses
for the fourth quarter and first quarter of 1996 included deposit
insurance premiums of $1.2 million and $1.3 million,
respectively, based on deposit insurance premiums of $.26 for
every $100 of deposits. As a result of legislation to
recapitalize and fully fund the Savings Association Insurance
Fund ("SAIF"), premiums on SAIF-insured deposits for
BVB were reduced in the first quarter of 1997 to 6.48 basis
points which amounted to $376,000. The decrease in general and
administrative expenses was also attributable to lower staffing
levels which have declined to 381 full-time equivalents
("FTE") at March 31, 1997 from 383 FTE and 402 FTE at
December 31, 1996 and 1995, respectively.



California Thrift & Loan



General and administrative expenses for the first quarter of
1997 were $3.9 million as compared to $4.1 million and $4.6
million during the fourth quarter and third quarter of 1996,
respectively. The decrease was primarily due to the elimination
of general and administrative expenses relating to the leasing
portfolio and continued implementation of cost reduction
opportunities since the acquisition. Staffing levels have
decreased to 158 FTE at the end of the first quarter of 1997 from
193 FTE and 208 FTE at December 31, 1996 and September 30, 1996,
respectively.



Special Mention Items



First Quarter 1997



Net income for the first quarter of 1997 contained certain
items which deserve special mention. These items essentially
offset each other as follows:



-- $700,000 expense accrual for long-term incentive plan
awards.



-- $415,000 recovery related to a real estate joint venture
previously written-off.



-- $250,000 reduction to a previous accrual for the
termination of data processing contracts as a result of
modifications in the timing of a systems conversion.



Fourth Quarter 1996



The net impact of the following items on fourth quarter 1996
results essentially offset each other.



-- $1.0 million of enhanced profitability resulting from
purchase accounting valuations associated with the CTL assets
being held-for- sale.



-- $538,000 loss on sale of mortgage-backed securities and
short sale of treasury securities.



-- $400,000 additional accrual for the termination of data
processing contracts which was finalized during the fourth
quarter of 1996.



-- $80,000 net expense arising from the impact of the sale of
the leasing portfolio partially offset by refunds of FDIC
insurance premiums.



First Quarter 1996



The net impact of the following items on first quarter 1996
results was a net improvement of $109,000 or $0.01 per share.



-- $800,000 gain from the sale of and income received from
certain real estate owned properties.



-- $350,000 write-off of core deposit intangibles and fixed
assets due to a branch closure.



-- $260,000 loss resulting from the sale of approximately $24
million of mortgage-backed securities from the available-
for-sale portfolio.



Capital Redeployment Strategies



Stock Repurchase Program



The Company had 6,485,080 shares of common stock outstanding
at March 31, 1997 as compared to 6,674,635 shares and 7,101,590
shares outstanding at December 31, 1996 and 1995, respectively.
The decrease in the number of outstanding shares during the first
quarter of 1997 was primarily attributable to the repurchase of
228,000 shares under the Company's program to repurchase $25
million of common stock to redeploy its excess capital. The
Company's share repurchases in 1996 were 495,000 shares, which
completed its previously announced intention to repurchase
800,000 shares of common stock. As a result, stock repurchases to
date total 1,028,000 shares at an average price of $36.89 per
share.



Weighted average shares outstanding (including common stock
equivalents) used for earnings per share calculations were
approximately 6,776,000 shares for the first quarter of 1997 as
compared to 6,784,000 shares and 7,087,000 shares for the fourth
quarter and first quarter of 1996, respectively. As a result of
the stock repurchases during the first quarter of 1997, earnings
per share is expected to be enhanced by approximately $0.05 per
share on an annualized basis. Offsetting the impact of the stock
repurchases during the quarter were an increase in outstanding
shares due to options exercised and an increase in common stock
equivalents calculated using the treasury stock method as a
result of higher stock price (Bay View's stock price increased
from $42.375 at year-end 1996 to $51 at March 31, 1997).



Acquisition of EXXE Data Corporation/Concord Growth
Corporation



The Company completed its acquisition of EXXE Data Corporation
and its wholly owned nationwide commercial finance subsidiary,
Concord Growth Corporation on March 17, 1997. At the close of the
transaction, EXXE became a stand- alone subsidiary of the
Company. Subsequent to the transaction, EXXE was merged into CGC
and liquidated, such that CGC became a first-tier stand-alone
subsidiary of the Company. The former holders of EXXE capital
stock, warrants and options received an initial aggregate payment
of $19.8 million and will be entitled to potential future cash
payments, depending upon the financial performance of CGC, of up
to $34 million. The acquisition will be accounted for as a
purchase effective April 1,1997. Accordingly, the earnings
benefit associated with this acquisition will begin in the second
quarter of 1997.



Under the purchase accounting method, the purchase price is
allocated to assets acquired and liabilities assumed based on
their estimated fair values at the time of consummation of the
transaction. Based on initial estimates performed in association
with the March 31, 1997 interim financial statements, the
aggregate costs exceeded the estimated fair value of the net
assets acquired (i.e. goodwill) by approximately $16 million,
which will be amortized over a 15 year period. The Company
expects to finalize the purchase accounting valuations during the
second quarter of 1997.



Other Capital Strategies



The Company has previously disclosed that estimated capital of
$48 million would be returned from CTL in connection with the
sales of CTL's auto loans and the subsequent securitization of
such assets by BVSC and the balance sheet restructuring of CTL.
To date, CTL has returned $41 million of its capital to the
Company and the remainder of CTL's capital would be returned upon
the completion of the following events:



Sale and Securitization of Auto Loan Portfolio



CTL's auto loan production for the first quarter of 1997 was
$38 million ($15 million in March 1997) as compared to $47
million for the same period in the prior year. Auto loan
production for the fourth quarter and the full year 1996 was $37
million and $175 million, respectively. CTL intends to sell the
remainder of its auto loan portfolio and future production to
BVSC for subsequent securitization. BVB has entered into a
strategic alliance with Ultra Funding Ltd. ("Ultra") to
purchase auto receivables originated by Ultra. During the first
quarter of 1997, BVB purchased $17.8 million ($7.7 million in
March 1997) of auto receivables from Ultra. BVSC will be issuing
asset-backed securities collateralized by the auto loans
purchased from CTL and BVB.



Sale of Deposits to BVB



The remainder of CTL customer deposits (which are lower cost
than BVB's incremental borrowing cost) will be sold to BVB.
Regulatory approval from the OTS for the sale has been received.
The sale is anticipated to be completed during the second quarter
of 1997.



In conjunction with the sale of these deposits to BVB,
management expects to sell certain real estate loans to BVB to
fund the sale of these deposits.



Regulatory Capital



At March 31, 1997, BVB and CTL were deemed "well
capitalized" under current capital regulations.



Stock Split



The Company has also announced today that it will effect a 2
for 1 stock split in the form of a 100% stock dividend to
stockholders of record as of the close of business on May 9,
1997, payable on June 2, 1997. As a result, stockholders will
receive one share of the Company's common stock for each share
owned. Mr. Heaberlin said, "We believe that this stock split
will improve the marketability and liquidity of the Company's
common stock."



Change in Name to Bay View Bank



Marking its transition from a traditional savings institution
to a community bank, Bay View Federal Bank has changed its name
to Bay View Bank effectively immediately. In conjunction with the
name change, the Company will change its Nasdaq stock symbol to
"BVCC" from "BVFS" effective May 1, 1997. See
separate press release dated April 11, 1997 for additional
information.



Headquartered in San Mateo, the Company has total assets of $3
billion. Bay View Bank operates 27 full-service community banking
centers(b) throughout the San Francisco Bay Area. California
Thrift & Loan is headquartered in Covina, California and
operates 19 offices throughout California and the western United
States. Concord Growth Corporation's administrative offices are
currently located in San Jose, California and it has 13 loan
production/sales offices throughout the United States (10 outside
California).



(b) Note: The banking center at 54 West Santa Clara St., San
Jose, will open in May 1997.



A consolidated financial summary follows:





BAY VIEW CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)



(Dollars
        in thousands except        March 31,      Dec. 31,  per share
        amounts)                    1997          1996    
        


        ASSETS Cash and cash equivalents:
        


         Cash and due from depository       
          institutions                        $18,840        $22,608   
         Interest-bearing deposits
          and federal funds sold               29,459         84,220    
                                           ------         ------
                                           48,299        106,828   
        


        Loans held for sale                    79,184        294,949
        Securities available-for-sale:                                  
        


         Mortgage-backed securities            79,959         83,154    
         Investment securities                  8,492         13,802
        Securities held-to-maturity:                                    
        


         Mortgage-backed securities           478,231        494,459   
         Investment securities                 16,009         15,204
        Loans receivable held for investment,
        


         net of allowance for losses        2,213,093      2,179,768
        Investment in stock of the FHLB of
        


         San Francisco                         52,727         51,891    Real
        estate owned, net                  8,895          7,387     Premises
        and equipment, net             7,547          6,905     Core deposit
        premiums                   3,382          3,810     Goodwill
        6,138          6,387     Other assets
        42,654         35,718    
        


         Total assets                  $3,044,610     $3,300,262
                                                                    


LIABILITIES
        AND STOCKHOLDERS' EQUITY                            Customer
        deposits:                                              
        


         Transaction accounts                $484,705       $493,571  
         Certificates of deposit            1,171,135      1,270,396  
                                        ---------      ---------
                                        1,655,840      1,763,967  
        


        Advances from the FHLB of 
         San Francisco                        890,762        977,750
        Securities sold under agreements
        


         to repurchase                        198,556        210,640
        Senior Debentures                      50,000         50,000
        Other borrowings                       17,122          7,147
        Other liabilities                      40,196         90,696    
        


         Total liabilities              2,852,476      3,100,200  


Stockholders'
        equity:                                           
        


         Serial preferred stock:  
         authorized, 7,000,000 shares;
         outstanding: none
         Common stock ($.01 par value);                       
         authorized, 20,000,000 shares;
         issued: 3/31/97 - 7,541,137 shares;                       
         12/31/96 - 7,502,692 shares;              
         outstanding: 3/31/97 - 6,485,080 shares;
         12/31/96 - 6,674,635 shares;              75             75
        Additional paid-in capital            101,280        100,511
        Retained earnings (substantially
        


         restricted)                          135,545        131,324
        Treasury stock at cost, 3/31/97  -                       
        


         1,056,057 shares and 12/31/96 -
         828,057 shares                       (38,847)       (26,497)
        Unrealized loss on securities
        


         available-for-sale (net of tax)       (1,702)          (713)
        Debt of Employee Stock Ownership Plan  (4,217)        (4,638)   
        


          Total stockholders' equity          192,134        200,062   
          Total liabilities and stockholders'
           equity                          $3,044,610     $3,300,262
                                  


        
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                            (Dollars in
        thousands except
        


         per share amounts)
                                                                    


                                             Three Months Ended        
                                     March 31,     Dec. 31,    March 31,  
                                           1997          1996        1996
        Interest income:                                     
        


         Interest on loans
          receivable                     $46,664        $53,276     $40,387
         Interest on mortgage-backed        
          securities                       9,231          9,824      11,370
         Interest and dividends on           
          investments                      2,261          2,123       1,652
                                      ------         ------      ------
                                          58,156         65,223      53,409
        Interest expense:                                    
        


         Interest on customer deposits    19,594         25,513      23,258
        


         Interest on Senior Debentures     1,114          1,103
        --    
        


         Interest on borrowings           16,393         15,555      13,937
        


                                      ------         ------      ------ 
                                      37,101         42,171      37,195   
                                                             Net interest
        income               21,055         23,052      16,214   Provision
        for losses on loans        565            700         600    Net
        interest income after
        


         provision for losses             20,490         22,352      15,614
        Noninterest income:                                  
        


         Loan fees and charges             1,158          1,343         908
        


         Gain (loss) on sale                                 
          of loans and securities            925           (538)       (262)
         Other income                      1,500          1,179       1,177
        


                                      ------         ------      ------ 
                                           3,583          1,984       1,823
        Noninterest expense:                                 
        


         General and administrative       14,620         15,149      10,737
        


         Real estate owned operations, net   (22)             2        (888)
        


         Provision for (recovery of)          
           losses on real estate            (448)            (3)        (53)
         Amortization and                                    
          write-down of intangibles          677            678         726
                                      ------         ------      ------
                                          14,827         15,826      10,522
        Income before income                                 
        


         tax expense and extraordinary 
          items                            9,246          8,510       6,915
        


        Income tax expense                 3,984          3,642       2,922
                                                             Net income
        5,262         $4,868      $3,993
        


                                                             Earnings per
        share                $ 0.78          $0.72       $0.56
        


                          BAY VIEW CAPITAL CORPORATION
            SELECTED FINANCIAL DATA (INCLUDING CTL POST ACQUISITION)
                                    (Unaudited)
                                                                         


(Dollars
        in thousands except              March 31,     Dec. 31,   per share
        amounts)                          1997         1996
        


        Per Share Data:                                               
         Book value per share                     $ 29.63       $ 29.97    
         Tangible book value per share              28.16         28.45
        


                                                                      Loans
        Receivable (including held for sale):
        


         Mortgage Loans
          Single family                        $  675,564     $ 692,086
          Multifamily                           1,050,961     1,048,291  
          Commercial real estate                  382,087       381,822    
                                            ---------     ---------
                                            2,108,612     2,122,199  
         Consumer Loans                                               
          Auto loans                               98,569       315,439    
          Home equity and other                    64,557        68,018     
                                              -------       -------
                                              163,126       383,457    
                                                                  


         Commercial loans                          49,716
        --          Gross loans receivable                  2,321,454
        2,505,656  Advances to borrowers                       1,303
        1,173      
        


         Deferred fees and discounts               (2,574)       (3,099)    
         Allowance for loan losses                (27,906)      (29,013)   
         Net loans receivable                  $2,292,277    $2,474,717
                                                                      Credit
        Quality:                                               
        


         Nonaccrual loans                      $   13,167    $   16,125
         Real estate owned                          8,895         7,387
        


         Other repossessed assets                     696           798
        


        Total nonperforming assets             22,758        24,310     
         Troubled debt restructurings (TDRs)          505           509
        


        Total nonperforming assets and TDRs   $23,263       $24,819    
                                                                  


                                                                  
         Nonperforming assets to total assets        0.75%         0.74%
        


          Loss allowance to nonperforming assets      127%          150%
        


          Loan loss allowance to nonperforming loans  220%          226%
        


          Loan loss allowance to gross loans         1.25%         1.46%
        


          TDRs to total assets                       0.02%         0.02%
        


          Loans delinquent 60 days or more     $   22,330      $ 23,008
        Ratio to gross loans                     0.96%         0.92%     
                                                                      Other
        Data:                                                   
        


         Employees (full-time equivalents): 
        Bay View Bank                             381           383
        California Thrift and Loan                158           193        
        


                         BAY VIEW CAPITAL CORPORATION
           SELECTED FINANCIAL DATA (INCLUDING CTL POST ACQUISITION)
                                     (Unaudited) (Dollars in thousands
        except per share amounts)
        


                                         Three Months Ended
                                        March 31,  December 31,  March 31,
        Average Assets:                   1997        1996          1996
        


         Loans                       $2,321,742    $2,564,219     $2,064,997
         Mortgage-backed securities     567,013       607,819        705,091
         Investments                    144,830       151,171        113,212
                                    -------       -------        -------
                                  3,033,585     3,323,209      2,883,300
        


         Nonperforming assets            18,108        24,803         34,693
         Other assets                    39,589        11,428         40,583
         Total assets                $3,091,282    $3,359,440     $2,958,576
        


        Average Liabilities & Equity:
        


         Transaction accounts           471,919       482,272        400,348
         Certificates of deposit      1,239,627     1,569,556      1,399,983
                                  ---------     ---------      ---------
                                  1,711,546     2,051,828      1,800,331
        


         FHLB advances                  863,784       806,101        772,160
         Reverse Repos                  201,135       205,673        142,437
         Senior Debentures               50,000        50,000             -
         Other borrowings                10,316        10,285          7,734
                                     ------        ------          -----
                                  2,836,781     3,123,887      2,722,662
        


         Other liabilities               58,085        36,744         29,724
         Stockholders' equity           196,416       198,809        206,190
         Total liabilities
           and stockholders' equity  $3,091,282    $3,359,440     $2,958,576
                                                               Loans:
        


         Originated                    $ 83,639      $115,022        $43,358
         Purchased                     $ 97,380      $    650        $19,676
         Sold                          $253,225      $      -        $11,978
                                                           


         Charge-offs                   $    504      $  3,730        $ 3,793
         Recoveries                    $    (50)     $   (345)       $
        (28)
         Net charge-offs               $    454      $  3,385        $ 3,765
                                                                Mortgage-
        backed Securities:                            
        


         Purchased                     $      -       $     -        $     -
         Sold                          $      -       $30,703        $27,745
                                                               Key Ratios
        (annualized):                               (Excluding special
        mention items & SAIF recapitalization assessment)
        


         Net interest spread            2.36%       2.46%      1.91%
         Net interest margin            2.72%       2.79%      2.21%
         Return on average assets       0.68%       0.58%      0.54%
         Return on average equity      10.72%       9.79%      7.75%
         Ratio of G & A expenses to     
          average assets                1.83%       1.77%      1.45%
         Efficiency ratio              57.51%      56.01%     58.68% Other
        Data:                                            Average shares
        outstanding                             (including common stock
        


          equivalents)              6,776,000   6,784,000  7,087,000 
        


CONTACT: Bay View Capital Corporation, San Mateo David A.
Heaberlin, 415/312-7272