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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ametech, Inc.
- -------------------------------------------------------------------------------
Name of Issuer
Common Stock, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
031095102
- -------------------------------------------------------------------------------
CUSIP Number
Cheryl Sorokin, Executive Vice President and Secretary
BankAmerica Corporation, Corporate Secretary's Office #13018
555 California Street, San Francisco, CA 94104
(415) 622-3530
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications
August 14, 1997
- -------------------------------------------------------------------------------
Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 031095102 Page 2 of 13
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1 NAME OF REPORTING PERSON Moorpark Holding, Inc.
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 031095102 Page 3 of 13
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Bank of America National
S.S. or I.R.S. IDENTIFICATION NO. Trust and Savings Association
OF ABOVE PERSON (successor to Continental Bank,
National Association)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* BK
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 031095102 Page 4 of 13
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON BankAmerica Corporation
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
CUSIP No. 031095102 Page 5 of 13
Item 1. Security and Issuer.
This Amended Schedule 13D is filed with respect to the Common Stock of
Ametech Inc., (the "Company"), 1813 Southeast 25th St., Oklahoma City, OK 73129.
Item 2: Identity and Background.
The Amended Schedule 13D is filed on behalf of Moorpark Holding, Inc.
("Moorpark"), Bank of America National Trust and Savings Association ("Bank")
and BankAmerica Corporation ("BAC").
This Amended Schedule 13D relates to the sale by Moorpark of its entire
holding of 10,367,122 shares of the Company's common stock ("Common Stock").
Because Bank owns Moorpark and BAC owns Bank, Bank and BAC may be deemed to have
indirectly beneficially owned the shares reported on.
A Schedule 13D dated July 14, 1992 was previously filed to report the
original acquisition of the shares by Moorpark, its parent Continental Bank,
National Association ("Continental Bank") and Continental Bank's parent,
Continental Bank Corporation ("CBC"). Continental Bank has since been merged
into Bank and CBC has since been merged into BAC.
I. (a) Moorpark is a Delaware corporation.
(b) Corporate Secretary's Office
231 South LaSalle Street
Chicago, IL 60697
(principal office and principal place of business)
(c) holding company
II (a) Bank is a national bank.
(b) Corporate Secretary's Office #13018
555 California Street
San Francisco, CA 94104
(principal office and principal place of business)
(c) national bank
III. (a) BAC is a Delaware corporation.
(b) Corporate Secretary's Office #13018
555 California Street
San Francisco, CA 94104
(principal office and principal place of business)
(c) bank holding company
<PAGE>
CUSIP No. 031095102 Page 6 of 13
Certain information regarding the directors and executive officers of
the reporting persons is set forth in Exhibit B attached hereto.
During the last five years, neither the entities mentioned above, nor,
to their best knowledge, any person named in Exhibit B attached hereto, has been
(a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
BAC incorporates by reference the material under Item 3, "Legal
Proceedings," in its Annual Report on Form 10-K for the year ended December 31,
1996, and the material in its Current Report on Form 8-K for May 5, 1997 (File
No. 1-7377).
Item 3: Source and Amount of Funds or Other Consideration.
Inapplicable
Item 4: Purpose of Transaction
This filing is being made to report a complete disposition. On August
14, 1997, Moorpark entered into a Stock Purchase Agreement ("Agreement") with
New Canaan Capital, LLC to sell Moorpark's 10,367,122 shares of Common Stock in
return for a promissory note in the amount of $850,000 and certain additional
consideration described in the Agreement, which is incorporated herein by
reference to Exhibit C to this Amended Schedule 13D.
The reporting persons reserve the right to acquire additional securities
of the Company depending on market conditions and other economic factors.
Item 5: Interest in Securities of the Issuer.
The reporting persons have no remaining ownership interest in securities
of the Company. Neither they, nor to the best of their knowledge any of their
executive officers or directors, had any transactions in the Company's Common
Stock during the past 60 days (excluding the sale reported in this filing) or
owns any such shares. The reporting persons ceased to be the beneficial owner of
more than 5% of the Common Stock on August 14, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 4.
<PAGE>
CUSIP No. 031095102 Page 7 of 13
Item 7. Material to Be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Exhibit B - Directors and Executive Officers (or persons serving in
similar capacities) of the reporting persons
Exhibit C - Stock Purchase Agreement dated as of August 14, 1997
between Moorpark Holding, Inc. and New Canaan Capital,
LLC (incorporated by reference to Exhibit 99.1 to
Schedule 13D filed by New Canaan Capital, LLC regarding
its acquisition of Common Stock, dated August 21, 1997)
<PAGE>
CUSIP No. 031095102 Page 8 of 13
Signature
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 21, 1997
MOORPARK HOLDING, INC.*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION *
BANKAMERICA CORPORATION*
*By: /s/ JEFFREY R. LAPIC
Jeffrey R. Lapic
Assistant General Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
<PAGE>
CUSIP No. 031095102 Page 9 of 13
EXHIBIT A
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(f)(1). Each of them is responsible for the timely
filing of such Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of
the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
Date: October 21, 1997
MOORPARK HOLDING, INC.*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION *
BANKAMERICA CORPORATION*
*By: /s/ JEFFREY R. LAPIC
Jeffrey R. Lapic
Assistant General Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
<PAGE>
CUSIP No. 031095102 Page 10 of 13
EXHIBIT B
Directors and Executive Officers of Reporting Persons
Moorpark Holding, Inc.
The following table sets forth information regarding the executive
officers and directors of Moorpark Holding, Inc. (directors are indicated by
asterisk), all of whom are U.S. citizens and none of whom owns Common Stock of
Ametech Inc., to the best of the reporting persons' knowledge.
<TABLE>
<CAPTION>
<S> <C> <C>
* Philip M. 231 So. LaSalle Street Executive Vice President
Lewin Chicago, IL 60697 Senior Credit Officer
Bank of America NT&SA
(principal business: banking and finance)
* Christopher 231 So. LaSalle Street Vice President, Moorpark Holding, Inc.
J. Perry Chicago, IL 60697 (principal business: holding company)
Managing Director, President,
Continental Illinois Venture Corporation
Global Equity Investments-Buyout Group
Bank of America NT&SA
(principal business: banking and finance)
* Lewis W. 231 So. LaSalle Street President, Moorpark Holding, Inc.
Solimene, Jr. Chicago, IL 60697 (principal business: holding company)
Senior Vice President
Manager, Special Assets Officer
Bank of America NT&SA
(principal business: banking and finance)
</TABLE>
Bank of America National Trust and Savings Association and
BankAmerica Corporation
The following table sets forth information regarding the executive
officers and directors of Bank of America National Trust and Savings Association
and BankAmerica Corporation and (directors are indicated by asterisk), all of
whom are U.S. citizens and none of whom owns Common Stock of Ametech Inc., to
the best of the reporting persons' knowledge.
<TABLE>
<CAPTION>
<S> <C> <C>
* Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO
Alibrandi Simi Valley, CA 93063 Whittaker Corporation
(principal business: aerospace manufacturing)
* Peter B. 270 Lafayette Circle Chairman of the Board and
Bedford Lafayette, CA 94549 Chief Executive Officer
Bedford Property Investors, Inc.
(principal business: real estate investment trust)
Kathleen J. 555 California Street Vice Chairman and Personnel Relations Officer
Burke San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
</TABLE>
<PAGE>
CUSIP No. 031095102 Page 11 of 13
<TABLE>
<CAPTION>
<S> <C> <C>
* Richard A. 123 Mission St. Retired
Clarke San Francisco, CA 94106
* David A. 555 California Street Chairman of the Board, President
Coulter San Francisco, CA 94104 and Chief Executive Officer
Bank of America NT&SA
(principal business: banking and finance)
* Timm F. c/o Hallmark Cards, Inc. Retired
Crull 1024 E. Balboa Blvd.
Newport Beach, CA 92661
* Kathleen 147 Clifton Street President
Feldstein Belmont, MA 02178 Economics Studies, Inc.
(principal business: economics consulting)
* Donald E. Pacific Telesis Center Chairman Emeritus
Guinn 130 Kearny St. Pacific Telesis Group
San Francisco, CA 94108 (principal business: telecommunications)
* Frank L. 2726 Shelter Island Dr. Consulting Architect
Hope San Diego, CA 92106 (principal business: architecture)
H. Eugene 555 California Street President, Global Retail Bank
Lockhart San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
* Walter E. Office of the President President
Massey 830 Westview Drive., S.W. Morehouse College
Atlanta, GA 30314 (principal business: education)
Jack L. 555 California Street Vice Chairman
Meyers San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
Michael J. 555 California Street President, Global Wholesale Bank
Murray San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
Michael E. 555 California Street Vice Chairman and
O'Neill San Francisco, CA 94104 Chief Financial Officer
Bank of America NT&SA
(principal business: banking and finance)
* John M. 227 West Monroe Street Of counsel, Wachtell, Lipton, Rosen & Katz
Richman Chicago, IL 60606 (principal business: law)
* Sanford R. 555 California Street Managing Director
Robertson San Francisco, CA 94104 BancAmerica Robertson Stephens
(principal business: investment banking)
* Richard M. 555 California Street Retired
Rosenberg San Francisco, CA 94104
</TABLE>
<PAGE>
CUSIP No. 031095102 Page 12 of 13
<TABLE>
<CAPTION>
<S> <C> <C>
* A. Michael Memorial Way, Room 140 Dean of Graduate School of Business
Spence Stanford, CA 94305 Stanford University
(principal business: education)
Martin A. 555 California Street Vice Chairman
Stein San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
* Solomon D. 1801 California Street President and Chief Executive Officer
Trujillo Denver, CO 80202 US West Communications Group
(principal business: communication)
</TABLE>
<PAGE>
CUSIP No. 031095102 Page 13 of 13
Power of Attorney
The undersigned appoints the following individuals, with full power to
each of them to act alone, as its true and lawful attorneys-in-fact and agents
to execute on its behalf all Schedules 13D and 13G and Forms 3, 4 and 5 and any
amendments thereto, and any successor or supplemental forms that may be adopted
by the Securities and Exchange Commission in the future, and to do anything in
connection with preparation and filing of such documents as any such agent deems
appropriate.
1. The following officers of BankAmerica Corporation:
Chairman of the Board
Chief Executive Officer
President
Vice Chairman of the Board
President, Global Retail Bank
President, Global Wholesale Bank
Vice Chairman
Chief Financial Officer
Treasurer
Executive Vice President
Senior Vice President
Vice President
Secretary
Assistant Treasurer
Assistant Secretary
Assistant Vice President
2. Any member of the Legal Department of Bank of America National
Trust & Savings Association holding the title of counsel or a title
senior thereto.
MOORPARK HOLDING, INC.
By: /s/Nina Tai October 20, 1997
-------------------
Nina Tai, Secretary
