BA MERCHANT SERVICES INC
8-K, 1998-04-17
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>

                      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

                                April 13, 1998
                        ------------------------------
                       (Date of earliest event reported)


                          BA Merchant Services, Inc.
                    --------------------------------------
           (Exact name of registrant as specified in its charter)

  Delaware                           1-12365                       94-3252840
- --------------------------------------------------------------------------------

(State or other jurisdiction       (Commission              (I.R.S. Employer
   of incorporation)               File Number)          Identification Number)

One South Van Ness Avenue
San Francisco, California                                           94103
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code)


                                 415-241-3390
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)
<PAGE>
 
     Item 5. Other Events.
             ------------

     BankAmerica Corporation and NationsBank Corporation announced on April 13, 
1998 a definitive agreement to merge in a stock-for-stock transaction. The 
merger, which is expected to close in the fourth quarter of 1998, is subject to 
shareholder and regulatory approvals and the satisfaction or waiver of other 
conditions set forth in the merger agreement. BankAmerica Corporation is the 
parent company of Bank of America National Trust and Savings Association. Bank 
of America National Trust and Savings Association owns 100% of the Class B 
common stock of BA Merchant Services, Inc., representing approximately 66.6% of 
BA Merchant Services, Inc.'s outstanding common stock.

                                  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.
                                                  -------------------------
                                                      (Registrant)


Date:  April 17, 1998

                                               By /s/ JAMES H. WILLIAMS
                                                  -------------------------
                                                     James H. Williams
                                                     Executive Vice President   
                                                     and Chief Financial        
                                                     Officer  

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