<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
BANKAMERICA CAPITAL I
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 94-6702047
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
c/o BankAmerica Corporation
555 California Street
San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
______________________________
If this form relates to the registration of a class of If this form relates to the registration of a class of
debt securities and is effective upon filing pursuant debt securities and is to become effective
to General Instruction A(c)(1) please check the simultaneously with the effectiveness of a
following box. / / concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------- ------------------------------------
7 3/4% Trust Originated Preferred New York Stock Exchange
Securities, Series 1
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
1
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement on Form 8-A (this "Registration
Statement") relates to the registration with the Securities and Exchange
Commission (the "Commission") of 12,000,000 shares of 7 3/4% Trust Originated
Preferred Securities, Series 1 (the "Preferred Securities") of BankAmerica
Capital I, a Delaware business trust ("Capital I" or the "Registrant"). The
Preferred Securities are being issued in connection with an underwritten
offering. The description of the Preferred Securities to be registered
hereunder is set forth under the caption "DESCRIPTION OF PREFERRED SECURITIES"
in the Registration Statement on Form S-3 (Nos. 333-15559 and 333-15559-01
through -08) filed with the Commission on November 5, 1996 under the Securities
Act of 1933, as amended (the "Act"), and Amendment No. 1 thereto filed with the
Commission on December 4, 1996 (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement on Form S-3"), and
is incorporated herein by reference.
The form of prospectus subsequently filed by the Registrant pursuant
to Rule 424(b) under the Act shall be deemed to be incorporated by reference
into this Registration Statement.
ITEM 2. EXHIBITS.
The Preferred Securities are to be registered on the New York Stock
Exchange, on which no other securities of the Registrant are registered.
Accordingly, copies of the following exhibits shall be filed with each copy of
this Registration Statement filed with the New York Stock Exchange.
1. The Registration Statement on Form S-3.
2. The Certificate of Trust of Capital I, dated as of November 4,
1996, as filed in the office of the Secretary of State of the State of Delaware
on November 4, 1996.
3. The Trust Agreement, dated as of November 4, 1996, among
BankAmerica Corporation ("BAC"), as Depositor, and the trustee of Capital I
named therein.
4. The Amended and Restated Trust Agreement, dated as of December
20, 1996, among BAC, as Depositor, the trustees of Capital I named therein, and
the holders, from time to time, of undivided beneficial interests in the assets
of Capital I (the "Amended and Restated Trust Agreement").
5. The form of Guarantee Agreement executed and delivered by BAC for
the benefit of the holders, from time to time, of the Preferred Securities.
6. The form of Junior Subordinated Indenture between BAC and the
trustee named therein pursuant to which BAC will issue Junior Subordinated
Deferrable Interest Debentures, Series 1.
2
<PAGE>
7. The form of Preferred Security Certificate (included as Exhibit D
to the Amended and Restated Trust Agreement).
3
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
December 17, 1996
BANKAMERICA CAPITAL I
By: BankAmerica Corporation,
as Depositor
By: /s/ Shaun M. Maguire
Name: Shaun M. Maguire
Title: Senior Vice President and
Assistant Treasurer
4
