<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Continental Bank Corporation
--------------------------------------------------
(Name of Registrant as Specified in its Charter)
Continental Bank Corporation
--------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
-----------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
-----------------------------------------------------
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:1/
---------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------
1/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
[X] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
$356,311.52
-----------------------------------------------------
2) Form, Schedule or Registration Statement No.:
Preliminary Proxy Statement pursuant to Section 14(a)
-----------------------------------------------------
3) Filing Party:
Continental Bank Corporation
-----------------------------------------------------
4) Date Filed:
March 18, 1994
-----------------------------------------------------
<PAGE>
To Our Stockholders:
In a year in which many questioned the future of business
banking, the 4,200 people of Continental were working hard to
build the business bank of the future. They have succeeded, and
their success was validated on January 28 when we announced our
agreement to merge with BankAmerica Corporation.
Much, of course, remains to be done before the agreement is
finalized. The combination is subject to approval both by our
stockholders and banking regulators, and there are never
guarantees.
From the perspective of our clients, the source of our
earnings and shareholder value, however, it's hard to imagine a
better fit. With the merger, the businesses we serve will have
access to BankAmerica's global network and worldwide array of
wholesale banking products, delivered by bankers committed to
continuing the singularly client-focused strategy we have been
shaping.
This strategy goes well beyond rewriting our mission
statement or tinkering with the organizational chart. Over the
years, we have integrated all of our capabilities in ways that
allow us to anticipate and meet client needs exceptionally well.
This strength has been recognized by our clients. And it
has been recognized by BankAmerica as well.
Rather than simply absorbing Continental into its operations
following the merger, BankAmerica plans to headquarter its U.S.
Corporate Group in Chicago. The combined business will be headed
by Mike Murray, currently head of Corporate Banking at
Continental. Continental itself will be renamed Bank of America
Illinois and will be headed by Bill Goodyear, who currently runs
our middle-market and private banking businesses.
When the merger is approved and completed, Dick Huber and I
will be leaving the board of directors, proud of what
Continental's associates and our dedicated board have
accomplished over the years and confident in the future of this
business.
At Continental, our goal has been to be the best business
bank in the U.S. in terms of talent, expertise, client focus, and
service quality. As we prepare to join the BankAmerica
organization, that goal today is within our grasp.
/s/ Thomas C. Theobald
