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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 5 -- Final Amendment)
BA MERCHANT SERVICES, INC.
(Name of Issuer)
BA MERCHANT SERVICES, INC.
BANKAMERICA CORPORATION
BAMS ACQUISITION CORPORATION
(Name of Persons Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
055239-10-7
(CUSIP Number of Class of Securities)
Craig E. Gass, Esq.
General Counsel
BA Merchant Services, Inc.
One South Van Ness Avenue, 5th Floor
San Francisco, California 94103
(415) 241-3390
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
With copies to:
James W. Kiser, Secretary Rodney R. Peck, Esq.
Bank of America National Trust Pillsbury Madison & Sutro LLP
and Savings Association 235 Montgomery Street
555 California Street, 6th Floor San Francisco, California 94104
San Francisco, California 94104 (415) 983-1000
(415) 622-2091
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$339,236,350 $67,847.27
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* Represents the aggregate consideration (payable in cash) for the Class A
Common Stock of the Issuer. The amount of the filing fee, computed pursuant
to Rule 0-11(c)(2) of the Securities Exchange Act of 1934, equals 1/50th of
one percent of the cash to be paid to the stockholders.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid: $67,847.27
Form or Registration No.: Schedule 14A
Filing Party: BA Merchant Services, Inc.
Date Filed: January 22, 1999, March 4, 1999, March 24, 1999, March 26, 1999
and March 29, 1999
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INTRODUCTORY STATEMENT
This Amendment No. 5 is the final amendment (the "Final Amendment") to
the Rule 13e-3 Transaction Statement (the "Transaction Statement"), filed
jointly on April 28, 1999 by BA Merchant Services, Inc., a Delaware corporation
(the "Company"), BankAmerica Corporation, a Delaware corporation
("BankAmerica"), and BAMS Acquisition Corporation, a Delaware corporation
("Acquisition Corp."), and relating to an Agreement and Plan of Merger, dated as
of December 22, 1998 (the "Merger Agreement") among the Company, BankAmerica and
Acquisition Corp. A copy of the Merger Agreement has been filed by the Company
as Annex I to the definitive proxy statement of the Company (the "Proxy
Statement") previously filed as Exhibit (d)(1) to this Transaction Statement.
All information set forth below should be read in connection with the
information contained or incorporated by reference in the Transaction Statement
as previously amended. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Proxy Statement.
On April 28, 1999, Acquisition Corp. was merged with and into the
Company, effective at 5:01 p.m. Pacific Time (the "Effective Time"). The Company
was the surviving entity (the "Surviving Corporation"). Each share of Class A
Common Stock, par value $0.01 per share (the "Class A Common Stock"), of the
Company issued and outstanding immediately prior to the Effective Time of the
Merger (except for shares of Common Stock as to which appraisal rights have been
perfected) was canceled and converted into the right to receive $20.50 in cash,
without interest thereon (the "Merger Consideration"), pursuant to the terms of
the Merger Agreement.
Pursuant to the Merger Agreement, at the Effective Time, all of the
shares of Class B Common Stock issued and outstanding (all of which are
beneficially owned, directly or indirectly, by BankAmerica) were in the
aggregate converted into the right to receive 100 shares of common stock of the
Surviving Corporation. Each share of capital stock of Acquisition Corp. issued
and outstanding immediately prior to the Effective Time was canceled and
extinguished, and no consideration was paid therefor.
Immediately prior to the Effective Time, BankAmerica directly or
indirectly owned approximately 66.6% of the outstanding common stock of the
Company. After the Effective Time, BankAmerica indirectly owns 100% of the
outstanding common stock of the Surviving Corporation, and the Company has
become a wholly owned subsidiary of Bank of America National Trust and Savings
Association.
Upon consummation of the Merger, the Class A Common Stock ceased to be
qualified for listing on the New York Stock Exchange and became eligible for
termination of registration pursuant to rules and regulations of the Securities
Exchange Act of 1934, as amended. The Company intends to file with the
Securities and Exchange Commission on April 28, 1999 a Form 15 with respect to
the termination of registration of the Class A Common Stock.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1 of the Transaction Statement is hereby amended and supplemented
as follows:
(c) Upon consummation of the Merger, the Class A Common Stock ceased to
be qualified for listing on the New York Stock Exchange and became eligible for
termination of registration pursuant to the rules and regulations of the
Securities Exchange Act of 1934, as amended. The Company intends to file with
the Securities and Exchange Commission on April 28, 1999 a Form 15 with respect
to the termination of registration of the Class A Common Stock.
(f) The Introduction to this Final Amendment to the Transaction
Statement is incorporated herein by reference.
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ITEM 2. IDENTITY AND BACKGROUND.
Item 5 of the Transaction Statement is hereby amended and supplemented
as follows:
(a) The Merger was consummated by the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware on April 28, 1999,
with the Effective Time of 5:01 p.m. (Pacific Time) stated therein.
(c) At the Effective Time, the members of the Board of Directors of the
Surviving Corporation became Sharif M. Bayyari, Christopher A. Callero, Barbara
J. Desoer and James G. Jones.
(f); (g) On April 28, 1999, after the closing of the Merger and the
filing of this Final Amendment to the Transaction Statement, the Company intends
to file with the Securities and Exchange Commission a Form 15 with respect to
the termination of registration of the Class A Common Stock.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 of the Transaction Statement is hereby amended and supplemented
as follows:
(d) The Introduction to this Final Amendment to the Transaction
Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Transaction Statement is hereby amended and supplemented
as follows:
(a)-(b) The Introduction to this Final Amendment to the Transaction
Statement is incorporated herein by reference.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Opinion of Credit Suisse First Boston Corporation. See Annex II
to the Proxy Statement.
(b)(2) A report presented by Credit Suisse First Boston Corporation to
the Special Committee of the Board of Directors of the Company,
dated December 14, 1998, containing certain financial analyses.*
(c) Agreement and Plan of Merger, dated as of December 22, 1998,
among BA Merchant Services, Inc., BAMS Acquisition Corporation,
and BankAmerica Corporation. See Annex I to the Proxy Statement.
(d)(1) Definitive Proxy Statement, dated March 29, 1999, together with
form of Proxy, Letter to Stockholders and Notice of Meeting.*
(d)(2) Annual Report on Form 10-K of the Company for the year ended
December 31, 1997.*
(d)(3) Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1998.*
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(d)(4) Quarterly Report on Form 10-Q of the Company for the quarter
ended June 30, 1998.*
(d)(5) Quarterly Report on Form 10-Q of the Company for the quarter
ended September 30, 1998.*
(d)(6) Annual Report on Form 10-K of the Company for the year ended
December 31, 1998.*
(d)(7) Letter of Transmittal.
(e) Section 262 of the General Corporation Law of the State of
Delaware. See Annex III to the Proxy Statement.
(f) Not applicable.
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* Previously filed.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
BA MERCHANT SERVICES, INC.
By: /s/ Sharif M. Bayyari
----------------------------------------
Name: Sharif M. Bayyari
Title: President and Chief Executive
Officer
BANKAMERICA CORPORATION
By: /s/ Barry L. Pyle
----------------------------------------
Name: Barry L. Pyle
Title: Executive Vice President
BAMS ACQUISITION CORPORATION
By: /s/ John H. Huffstutler
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Name: John H. Huffstutler
Title: President
Dated: April 28, 1999.
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT
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(a) Not applicable.
(b)(1) Opinion of Credit Suisse First Boston Corporation.
See Annex II to the Proxy Statement.
(b)(2) A report presented by Credit Suisse First Boston
Corporation to the Special Committee of the Board
of Directors of the Company, dated December 14,
1998, containing certain financial analyses.*
(c) Agreement and Plan of Merger, dated as of December
22, 1998, among BA Merchant Services, Inc., BAMS
Acquisition Corporation, and BankAmerica
Corporation. See Annex I to the Proxy Statement.
(d)(1) Definitive Proxy Statement, dated March 29,
1999, together with form of Proxy, Letter
to Stockholders and Notice of Meeting.*
(d)(2) Annual Report on Form 10-K of the Company
for the year ended December 31, 1997.*
(d)(3) Quarterly Report on Form 10-Q of the
Company for the quarter ended March 31,
1998.*
(d)(4) Quarterly Report on Form 10-Q of the
Company for the quarter ended June 30,
1998.*
(d)(5) Quarterly Report on Form 10-Q of the
Company for the quarter ended September 30,
1998.*
(d)(6) Annual Report on Form 10-K of the Company
for the year ended December 31, 1998.*
(d)(7) Letter of Transmittal.
(e) Section 262 of the General Corporation Law of the
State of Delaware. See Annex III to the Proxy
Statement.
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(f) Not applicable.
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* Previously filed.
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Exhibit (d)(7)
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE OF
BA MERCHANT SERVICES, INC.
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DESCRIPTION OF SHARES SURRENDERED (PLEASE FILL IN. ATTACH SEPARATE SCHEDULE IF NEEDED.)
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NAME(S) AND ADDRESS OF REGISTERED HOLDER(S)
If there is any error in the name or address shown below,
please make the necessary corrections. Certificate No(s) Number of Shares
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TOTAL SHARES =>
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The undersigned represents that I (we) have full authority to surrender without
restriction the certificate(s) for conversion into and exchange for $20.50 per
share. Please issue the check in the name shown above to the above address
unless instructions are given in the boxes below.
Mail or deliver this Letter of Transmittal, or a facsimile, together with the
certificate(s) representing your Shares, to
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
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Post Office Box 3300 120 Broadway, 13th Floor 85 Challenger Road, Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
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TELEPHONE ASSISTANCE: 1-800-777-3674
Method of delivery of the certificate(s) is at the option and risk of the owner
thereof. See Instruction 1.
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If your Certificate(s) have been lost, stolen, misplaced or mutilated, contact
the Processing Agent at 1-800-777-3674. See Instruction 5.
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SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS
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Complete ONLY if the check is to be issued in a name which differs from the name
on the surrendered certificate(s). Issue to:
Name:
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Address:
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(Please also complete Substitute Form W-9 on the reverse AND see instructions
regarding signature guarantee. See Instructions 3, 4 and 6.)
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YOU MUST SIGN IN THE BOX BELOW
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SIGNATURE(S) REQUIRED
Signature(s) of Registered Holder(s) or Agent
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Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on stock
certificate(s). If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer for a corporation acting in a fiduciary or
representative capacity, or other person, please set forth full title. See
Instructions 2, 3 or 4.
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Registered Holder
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Registered Holder
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Title, if any
Date: Phone No.:
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SPECIAL DELIVERY INSTRUCTIONS
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Complete ONLY if the check is to be mailed to some address other than the
address reflected above. Mail to:
Name:
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Address:
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Also: SIGN AND PROVIDE YOUR TAX ID NUMBER ON THE REVERSE OF THIS FORM.
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SIGNATURE(S) GUARANTEED (IF REQUIRED)
See Instruction 3.
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Unless the shares are tendered by the registered holder(s) of the common stock,
or for the account of a member of a "Signature Guarantee Program" ("STAMP"),
Stock Exchange Medallion Program ("SEMP") or New York Stock Exchange Medallion
Signature Program ("MSP") (an "Eligible Institution"), the above signature(s)
must be guaranteed by an Eligible Institution. See Instruction 3.
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Authorized Signature
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Name of Firm
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Address of Firm - Please Print
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INSTRUCTIONS FOR SURRENDERING CERTIFICATES
(PLEASE READ CAREFULLY THE INSTRUCTIONS BELOW)
1. Method of Delivery: Your old certificate(s) and the Letter of Transmittal
must be sent or delivered to the Processing Agent. Do not send them to BA
Merchant Services, Inc. (the "Company"). The method of delivery of certificates
to be surrendered to the Processing Agent at one of the addresses set forth on
the front of the Letter of Transmittal is at the option and risk of the
surrendering stockholder. Delivery will be deemed effective only when received.
IF THE CERTIFICATE(S) ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED AND PROPERLY INSURED IS SUGGESTED. A return envelope is enclosed.
2. Check Issued in the Same Name: If the check is issued in the same name as the
surrendered certificate is registered, the Letter of Transmittal should be
completed and signed exactly as the surrendered certificate is registered. Do
not sign the certificate(s). Signature guarantees are not required if the
certificate(s) surrendered herewith are submitted by the registered owner of
such Shares who has not completed the box entitled "Special Issuance/Payment
Instructions" or are for the account of an Eligible Institution. If any of the
Shares surrendered hereby are owned by two or more joint owners, all such owners
must sign this Letter of Transmittal exactly as written on the face of the
certificate(s). If any Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations. Letters of
Transmittals executed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity who are not identified as such in the registration, must
be accompanied by proper evidence of the signer's authority to act.
3. Check Issued in Different Name: If the box entitled "Special Issuance/Payment
Instructions" is completed, then signatures on this Letter of Transmittal must
be guaranteed by a firm that is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents' Medallion Program (each an "Eligible Institution"). If the
surrendered certificates are registered in the name of a person other than the
signer of this Letter of Transmittal, or if issuance is to be made to a person
other than the signer of this Letter of Transmittal or the registered owner(s),
then the surrendered certificates must be endorsed or accompanied by duly
executed stock powers, in either case signed exactly as the name(s) of the
registered owners appear on such certificate(s) or stock power(s), with the
signatures on the certificate(s) or stock power(s) guaranteed by an Eligible
Institution as provided herein.
4. Special Issuance and Delivery Instructions: Indicate the name and address in
which the check is to be sent if different from the name and/or address of the
person(s) signing this Letter of Transmittal. The stockholder is required to
give the social security number or employer identification number of the record
owner of the Shares. If Special Issuance/Payment Instructions have been
completed, the stockholder named therein will be considered the record owner for
this purpose.
5. Letter of Transmittal Required; Surrender of Certificate(s); Lost
Certificate(s): You will not receive your check unless and until you deliver
this Letter of Transmittal, properly completed and duly executed, to the
Processing Agent, together with the certificate(s) evidencing your shares and
any required accompanying evidences of authority. IF YOUR CERTIFICATE(S) HAS
BEEN LOST, STOLEN, MISPLACED OR DESTROYED, CONTACT THE PROCESSING AGENT FOR
INSTRUCTIONS AT 1-800-777-3674 PRIOR TO SUBMITTING YOUR CERTIFICATES FOR
EXCHANGE.
6. Substitute Form W-9: Under the Federal income tax law, a non-exempt
stockholder is required to provide the Processing Agent with such stockholder's
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 below.
If the certificate(s) are in more than one name or are not in the name of the
actual owner, consult the enclosed Substitute Form W-9 Guidelines for additional
guidance on which number to report. Failure to provide the information on the
form may subject the surrendering stockholder to 31% federal income tax
withholding on the payment of any cash. The surrendering stockholder must check
the box in Part III if a TIN has not been issued and the stockholder has applied
for a number or intends to apply for a number in the near future. If a TIN has
been applied for and the Processing Agent is not provided with a TIN before
payment is made, the Processing Agent will withhold 31% on all payments to such
surrendering stockholder of any cash consideration due for such stockholder's
former Shares. Please review the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional details on
what Taxpayer Identification Number to give the Processing Agent.
PAYER: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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SUBSTITUTE FORM W-9 PART 1 - PLEASE PROVIDE YOUR Social Security No. or Employer Identification No.
TIN IN THE SPACE AT THE RIGHT
DEPARTMENT OF THE TREASURY AND CERTIFY BY SIGNING AND __________________________________________________
INTERNAL REVENUE SERVICE DATING BELOW
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PAYER'S REQUEST FOR TAXPAYER PART II - For Payees exempt from PART III
IDENTIFICATION NUMBER (TIN) backup withholding, see the enclosed AWAITING TIN :
Guidelines for Certification of [ ]
Taxpayer Identification Number on
Substitute Form W-9 and complete as
instructed therein.
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CERTIFICATION - Under penalties of perjury, I certify that: (1) the Number shown
on this form is my correct Taxpayer Identification Number (or I am waiting for a
number to be issued to me), AND (2) I am not subject to backup withholding
either because I have not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you are subject to backup withholding, you received
another notification from the IRS stating that you were no longer subject to
backup withholding, do not cross out item (2).
ALSO SEE INSTRUCTIONS IN THE ENCLOSED GUIDELINES.
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PLEASE SIGN HERE => SIGNATURE ____________________________________________ DATE __________________________
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[LETTERHEAD OF BA MERCHANT SERVICES, INC.]
April 30, 1999
Dear BA Merchant Services, Inc. Stockholder:
On April 28, 1999, BAMS Acquisition Corporation was merged into BA
Merchant Services, Inc. (the "Company") under the provisions of Section 251 of
the Delaware General Corporation Law. The Company thereby became a wholly owned
subsidiary of Bank of America National Trust and Savings Association. In the
merger, the previously outstanding shares of Class A Common Stock of the Company
were converted into the right to receive $20.50 per share in cash, without
interest.
In order to receive the $20.50 in cash per share merger consideration,
you must now turn in your stock certificate(s) representing shares of the Class
A Common Stock (unless you have asserted appraisal rights, as noted in the
following paragraph). A Letter of Transmittal is enclosed to submit with your
certificate(s). You should complete the Letter of Transmittal and sign it at the
appropriate places (including the substitute Form W-9 taxpayer identification
number certification) and return it along with your stock certificate(s) to
ChaseMellon Shareholder Services, LLC in the enclosed pre-addressed envelope, in
the manner set forth in the instructions to the Letter of Transmittal.
If you were a stockholder of record of the Company as of the effective
date of the merger and asserted appraisal rights, as provided in Section 262 of
the Delaware General Corporation Law, do not turn in your stock certificates
with the enclosed Letter of Transmittal. Strict compliance with the
requirements of Section 262 is necessary in order to properly perfect appraisal
rights, and you are urged to review those requirements carefully.
If you have any questions or require assistance, please call
ChaseMellon Shareholder Services, LLC, the Disbursing Agent at (800) 777-3674.
Sincerely,
/s/ Sharif M. Bayyari
Sharif M. Bayyari
President & Chief Executive Officer
BA Merchant Services, Inc.
Enclosures: Letter of Transmittal
Guidelines for Certification of
Taxpayer Identification Number
Return Envelope
