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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
March 29, 1994
(Date of earliest event reported)
Continental Bank Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-5872 36-2664023
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
231 South LaSalle Street
Chicago, Illinois 60697
(Address of principal executive offices) (Zip Code)
312-828-1614
(Registrant's telephone number, including area code)
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Item 5. Other Events.
As reported on its current reports on Form 8-K dated
January 27, 1994 and March 11, 1994 (earliest events reported),
as filed with the Securities and Exchange Commission on
February 7, 1994 and March 17, 1994, respectively, Continental
Bank Corporation ("Continental" or "registrant"), a Delaware
corporation, and BankAmerica Corporation ("BankAmerica"), a
Delaware corporation, have entered into a Restated Agreement and
Plan of Merger between Continental and BankAmerica dated as of
January 27, 1994 (the "Restated Agreement") pursuant to which
Continental will be merged with and into BankAmerica in a
transaction in which BankAmerica will be the surviving entity
(such transaction, the "Merger").
Under the Restated Agreement, Continental was obligated to
provide to BankAmerica certain disclosure schedules in form and
detail of presentation reasonably satisfactory to BankAmerica.
The Restated Agreement provides further that BankAmerica had the
right to terminate the Restated Agreement during the 30 calendar
day period beginning after the date of receipt by BankAmerica of
the disclosure schedules if BankAmerica identified any
circumstances which, in the reasonable judgment of BankAmerica's
Board of Directors (including a committee thereof), acting in
good faith and with due regard for principles of fair dealing,
could (i) materially and adversely impact the reasonably expected
financial or business benefits to BankAmerica of the Merger, (ii)
be inconsistent in any material and adverse respect with any of
the representations and warranties of Continental contained in
the Restated Agreement, (iii) materially and adversely affect the
business, operations, properties, financial condition, results of
operations or prospects of Continental and its subsidiaries on a
consolidated basis or (iv) deviate materially and adversely from
Continental's financial statements for the year or quarter ended
December 31, 1993. The 30 calendar day period during which
BankAmerica could exercise such right of termination with respect
to the Restated Agreement has expired, and BankAmerica did not
exercise such termination right. In addition, under certain
other circumstances, BankAmerica or Continental may terminate the
Restated Agreement, as specified therein.
The Restated Agreement is attached as an exhibit to
Continental's current report on Form 8-K dated March 11, 1994
(earliest event reported). The foregoing discussion of the
Restated Agreement does not purport to be a complete summary of
the Restated Agreement and is qualified in its entirety by
reference to such exhibit.
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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.
CONTINENTAL BANK CORPORATION
(Registrant)
Date: April 6, 1994 By: /s/ KEVIN J. HALLAGAN
Kevin J. Hallagan
Assistant Secretary
