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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
April 28, 1999
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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
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(State or other jurisdiction of incorporation)
1-12365 94-3252840
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(Commission File Number) (IRS Employer Identification No.)
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)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 22, 1998, BankAmerica Corporation ("BankAmerica") and the
Issuer announced the signing of a definitive merger agreement, pursuant to which
a merger involving the Issuer would occur (the "Merger") in which each
outstanding share of the Issuer's common stock other than the shares owned by
BankAmerica and its affiliates would be converted into the right to receive a
cash payment equal to $20.50 per share, without interest.
The Merger was approved by the Board of Directors of BankAmerica and a
merger subsidiary thereof and by the Board of Directors of the Issuer. The Board
of Directors of the Issuer took such action in accordance with the
recommendation of a Special Committee of such Board, which consisted of Messrs.
Donald R. Dixon, William E. Fisher and Hatim Tyabji, members of the Board of
Directors of the Issuer who are independent of BankAmerica and its affiliates
(the "Special Committee"). The Special Committee was established to review and
evaluate the advisability of a previous proposal made by BankAmerica on October
22, 1998 and was advised by an independent financial advisor, Credit Suisse
First Boston Corporation, and independent legal counsel.
On April 28, 1999, at a special meeting of the stockholders of the
Issuer, the Merger was approved by the affirmative vote of a majority of the
outstanding shares of Class A Common Stock and Class B Common Stock, voting as a
single class. Consummation of the Merger occurred effective as of 5:01 p.m.
(Pacific Time) on April 28, 1999. As a result of the consummation of the Merger,
the Issuer has become a wholly owned subsidiary of Bank of America National
Trust and Savings Association.
Attached as Exhibit 99.1, and incorporated herein by this reference, is
a copy of a joint press release of the Issuer and BankAmerica dated April 28,
1999 entitled "BA Merchant Services, Inc. Stockholders Approve Merger with Bank
of America."
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
99.1 Press Release dated April 28, 1999.
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SIGNATURE
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.
By /s/ Sharif M. Bayyari
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Sharif M. Bayyari
President and Chief Executive Officer
Date: April 28, 1999.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release dated April 28, 1999.
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EXHIBIT 99.1
News Release
April 28, 1999
Contacts: Media: Dennis Wyss, Bank of America (415) 622-3010
Investors: Vince Barella, BA Merchant Services, Inc. (415) 241-7732
BA MERCHANT SERVICES, INC. STOCKHOLDERS
APPROVE MERGER WITH BANK OF AMERICA
SAN FRANCISCO, Apr. 28, 1999 - BankAmerica Corporation ("BankAmerica") and
BA Merchant Services, Inc. ("BAMS") announced today the approval by the holders
of a majority of the outstanding common stock of BAMS of the Agreement and Plan
of Merger dated December 22, 1998 among BankAmerica, BAMS and BAMS Acquisition
Corporation. The Merger became effective as of 5:01 p.m. (Pacific Time) today.
As a result, BAMS has become a wholly owned subsidiary of Bank of America
National Trust and Savings Association, and each outstanding share of BAMS
common stock (other than the shares owned by BankAmerica), has been converted
into the right to receive a cash payment equal to $20.50 per share, without
interest. "We're now in a better position to provide Bank of America's full
range of products and services to merchants from coast to coast," said Sharif
Bayyari, President and Chief Executive Officer of BAMS.
The Class A Common Stock of BAMS (NYSE: BPI) will no longer be traded on
the New York Stock Exchange.
BAMS provides a range of payment processing and related information
products and services to merchants who accept credit, charge and debit cards as
payments for goods and services throughout the United States. BAMS is the
exclusive provider of merchant processing services for Bank of America. BAMS is
the fifth-largest processor of merchant credit transactions and one of the
largest processors of debit card transactions in the United States.
BankAmerica, with $614 billion in total assets, is the largest bank in
the United States. It has full service operations in 22 states and the District
of Columbia and provides financial products and services to 30 million
households and two million businesses, as well as
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providing international corporate financial services for business transactions
in 190 countries. BankAmerica stock (NYSE: BAC) is listed on the New York,
Pacific and London stock exchanges and certain shares are listed on the Tokyo
Stock Exchange.
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