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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 16, 1998
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(Date of earliest event reported)
BA Merchant Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12365 94-3252840
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(State or other (Commission file (I.R.S. Employer
jurisdiction of number) identification
incorporation) number)
One South Van Ness Avenue
San Francisco, California 94103
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(Address of principal executive offices) (Zip Code)
415-241-3390
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On November 16, 1998 BA Merchant Services, Inc. ("BAMS") announced that the
Special Committee of its Board of Directors had engaged Credit Suisse First
Boston Corporation to serve as independent financial advisor to the Special
Committee and had engaged Cooley Godward, LLP and Richards, Layton & Finger,
P.A. to serve as independent legal counsel to the Special Committee.
The Special Committee, which consists entirely of directors independent of
Bank of America NT&SA (the "Bank") and its affiliates, was established to review
and evaluate the advisability of the proposal made by the Bank on October 22,
1998 to acquire in a merger transaction all of the outstanding shares of Class A
Common Stock of BAMS which are publicly held at a cash value of $15.50 per
share.
Following meetings and discussions with its legal and financial advisors,
the Special Committee advised BAMS and the Bank that the $15.50 per share value
offered by the Bank was not adequate. The Special Committee also advised BAMS
and the Bank that it remains willing to discuss a transaction at an appropriate
per share value.
Attached as Exhibit 99, and incorporated herein by this reference, is a
copy of BA Merchant Services, Inc.'s press release dated November 16, 1998
titled "Special Independent Committee Advises BA Merchant Services, Inc. and
Bank of America NT&SA that Price Offered is not Adequate".
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(c) Exhibits:
99 Press Release of BA Merchant Services, Inc., dated November 16,
1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BA MERCHANT SERVICES, INC.
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(Registrant)
Date: November 19, 1998
BY: /s/ JAMES H. WILLIAMS
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James H. Williams
Executive Vice President
And Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99 BA Merchant Services, Inc. press release dated November 16,
1998 titled "Special Independent Committee Advises BA
Merchant Services, Inc. and Bank of America NT&SA that Price
Offered is not Adequate".
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Monday November 16, 8:10 pm Eastern Time
Company Press Release
SPECIAL INDEPENDENT COMMITTEE ADVISES BA
MERCHANT SERVICES, INC. AND BANK OF
AMERICA NT&SA THAT PRICE OFFERED IS NOT
ADEQUATE
SAN FRANCISCO--(BUSINESS WIRE)--Nov. 16, 1998--
BA Merchant Services, Inc. ("BAMS")(NYSE:BPI - news) announced today that the
Special Committee of its Board of Directors has engaged Credit Suisse First
Boston Corporation to serve as independent financial advisor to the Special
Committee and has engaged Cooley Godward, LLP and Richards, Layton & Finger to
serve as independent legal counsel to the Special Committee.
The Special Committee, which consists entirely of directors independent of Bank
of America NT&SA (the "Bank") and its affiliates, was established to review and
evaluate the advisability of the proposal made by the Bank on October 22, 1998
to acquire in a merger transaction all of the outstanding shares of Class A
Common Stock of BAMS which are publicly held at a cash value of $15.50 per
share.
Following meetings and discussions with its legal and financial advisors, the
Special Committee has advised BAMS and the Bank that the $15.50 per share value
offered by the Bank is not adequate. The Special Committee also has advised BAMS
and the Bank that it remains willing to discuss a transaction at an appropriate
per share value.
No assurance can be given as to whether negotiations will occur between the Bank
and the Special Committee or whether the Bank and BAMS will agree upon the terms
of a transaction.
The Bank owns 100% of the Class B Common Stock of BAMS, which represents 66.6%
of the economic interest and 95.2% of the voting power of BAMS' common stock.
The Class A Common Stock is traded on the New York Stock Exchange under the
symbol "BPI".
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Contact:
BA Merchant Services, Inc. (NYSE:BPI - news)
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Shirley Norton, 415/622-4041 (Media Contact)
Vince Barella, 415/241-7732 (Investor Contact)
