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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
-----
Anaren Microwave, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
32744104
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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- -----------------------
CUSIP NO. 32744104 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
239,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
239,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
239,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2
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CUSIP NO. 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America NT&SA
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
239,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
239,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
239,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3
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Item 1 (a) Name of Issuer: Anaren Microwave, Inc.
(b) Address of Issuer's 6635 Kirkville Road
Principal Executive Offices: East Syracuse, NY 13057
Item 2 (a) Names of Person Filing: BankAmerica Corporation
("BAC")
Bank of America NT&SA
("BANTSA")
(b) Address of Principal (For BAC and BANTSA)
Business Offices: 555 California Street
San Francisco, CA 94104
(c) Citizenship: BAC is organized under the
laws of Delaware. BANTSA is
a national banking
association organized under
the laws of the United
States.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 032744104
Item 3 If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [X] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act)
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
[s]240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
[s]240.13d-1(b)(ii)(G) (Note: See Item 7)
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(h) [ ] Group, in accordance with [s]240.13d-1(b)(1)(ii)(H)
Item 4 Ownership*
(a) Amount Beneficially Owned:
BAC 239,000
BANTSA 239,000
BofA Capital Management, Inc. 134,050
("BCM")**
(b) Percent of Class:
BAC 4.6%
BANTSA 4.6%
BCM 2.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
BAC 0
BANTSA 0
BCM 0
(ii) shared power to vote or direct the vote:
BAC 239,000
BANTSA 239,000
BCM 134,050
(iii) sole power to dispose or direct the
disposition of:
BAC 0
BANTSA 0
BCM 0
(iv) shared power to dispose or direct the
disposition of:
- ---------------------
* By virtue of the corporate relationships between Reporting Persons as
described in Item 7, BAC (the parent company) may be deemed to possess
indirect beneficial ownership of shares beneficially owned directly by its
subsidiaries. Similarly, higher tier BAC subsidiaries may be deemed to
possess indirect beneficial ownership of shares beneficially owned directly
by lower tier BAC subsidiaries. The power to vote and to dispose of shares
may be deemed to be shared between entities due to their corporate
relationships.
** BCM is not a filing party because it is less than a 5% beneficial owner of
the Issuer's stock.
Page 5
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BAC 239,000
BANTSA 239,000
BCM 134,050
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[X].
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7 Identification and Classification of the Subsidiaries Which Acquired
the Security Being Reported on by the Parent Holding Company.
See Item 2. BAC is a registered bank holding company. BANTSA is a bank
as defined in Section 3(a)(6) of the Act. BCM is an investment adviser
registered under the Investment Advisers Act of 1940. BANTSA is a
wholly-owned subsidiary of BAC and BCM is a wholly-owned subsidiary
of BANTSA.
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group.
Not Applicable.
Page 6
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Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
Page 7
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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: February 6, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
Page 8
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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 13G 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: February 6, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
Page 9
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RESOLUTIONS - SIGNING AUTHORITY
Board of Directors Adopted: November 1, 1993
BankAmerica Corporation Last amended: April 28, 1997
GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from)
The Board of Directors of BankAmerica Corporation ("BAC")
authorizes and determines:
1. Any two BAC officers listed below under the designation
"Group 1" (the "Officers"):
GROUP 1
the Chairman of the Board
the Chief Executive Officer
the President
any Vice Chairman of the Board
the President, Global Retail Bank
the President, Global Wholesale Bank
any Vice Chairman
the Chief Financial Officer
the Treasurer
any Executive Vice President
any Senior Vice President
any Vice President
the Secretary
or any one of such Officers in conjunction with any one of the BAC officers
listed below under the designation "GROUP 2":
GROUP 2
any Assistant Treasurer
any Assistant Secretary
any Assistant Vice President
be, and hereby are, authorized to make, execute, deliver, amend and terminate,
in the name and on behalf of BAC, any and all such contracts, instruments,
documents and agreements, and to perform any and all such acts, in the name and
on behalf of BAC, as are deemed by such Officers to be desirable in connection
with any of the activities set forth below . . .
2. Any one BAC officer listed above under either the designation
GROUP 1 or GROUP 2, or any member of the Legal Department of Bank of America
NT&SA holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any
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amendments, withdrawals, or terminations thereof, as are deemed desirable by
such officer or attorney in connection with BAC's activities or affairs.
Board of Directors April 28, 1997
Bank of America NT&SA
GENERAL OPERATING RESOLUTION (Excerpts from)
The Board of Directors of Bank of America NT&SA ("BofA") authorizes
and determines as follows:
1. Certain officers of BofA ("Authorized Signers") are authorized
to act on behalf of BofA as set forth in the attached "Signing Authorities
Chart."
2. For the purposes of this resolution, "Officer" refers to a
BofA officer holding one of the officer titles listed below, and "officer"
refers to any BofA officer. The incumbency of any officer may be certified by
the Secretary or any Assistant Secretary. References in this resolution to the
ranking of officer titles refers to the ranking shown in the following list of
Officers:
the Chief Executive Officer ("CEO")
the Chairman of the Board
the President
any Vice Chairman of the Board ("VC of the Bd")
the Chief Operating Officer ("COO")
the President, Global Retail Bank
the President, Global Wholesale Bank
any Vice Chairman ("VC")
the Chief Financial Officer ("CFO")
any Group Executive Vice President ("GEVP")
any Executive Vice President ("EVP")
any Senior Vice President ("SVP")
the Cashier
the Secretary
the Treasurer
any Managing Director
any Senior Authorized Officer
any Vice President ("VP")
any Assistant Vice President
any Authorized Officer
any Senior Trust Officer
any Trust Officer
any Assistant Secretary
any Assistant Cashier
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VI. REGULATORY MATTERS
Action or Transaction Authorized Signer(s)
Execution of any document or other Any one Officer at the level of
writings and any amendments, VP or above, or any one attorney
withdrawals or terminations thereof in the Legal or Tax Departments
for submission to or filing with of BofA holding the officer title
any federal, state, local or of Counsel or above.
foreign regulatory authorities.
Board of Directors September 24, 1997
Bayview Holdings, Inc.
GENERAL OPERATING RESOLUTION (Excerpts from)
4. This board authorizes any officer of this corporation,
or any attorney in the Legal Department of Bank of America NT&SA with the title
of counsel or a title senior thereto to sign registrations, reports,
certificates, applications and other writings on behalf of this corporation for
submission to or filing with any federal, state, local or foreign regulatory
authorities, and any amendments, withdrawals, or terminations thereof, as the
officer or attorney deems appropriate.
Board of Directors February 20, 1997
BankAmerica Ventures
GENERAL OPERATING RESOLUTION (Excerpts from)
4. The Board of Directors of BAV authorizes any officer of BAV, or any
attorney in the Legal Department of Bank of America NT&SA with the title
of counsel or a title senior thereto to sign registrations, reports,
certificates, applications and other writings on behalf of BAV for
submission to or filing with any federal, state, local or foreign
regulatory authorities, and any amendments, withdrawals, or terminations
thereof, as the officer or attorney deems appropriate.
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Board of Directors February 20, 1997
BankAmerica International
Investment Corporation
GENERAL OPERATING RESOLUTION (Excerpts from)
4. The Board of Directors of BAIIC authorizes any officer of BAIIC, or
any attorney in the Legal Department of Bank of America NT&SA with the
title of counsel or a title senior thereto to sign registrations,
reports, certificates, applications and other writings on behalf of
BAIIC for submission to or filing with any federal, state, local or
foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as the officer or attorney deems appropriate.
Board of Directors January 23, 1998
BofA Capital Management, Inc.
Resolution Re Regulatory Filings
The Board of Directors of BofA Capital Management, Inc.
authorizes any officer of this corporation, or any attorney in the Legal
Department of Bank of America NT&SA with the title of counsel or a title
senior thereto to sign registrations, reports, certificates,
applications and other writings on behalf of this corporation for
submission to or filing with any federal, state, local or foreign
regulatory authorities, and any amendments, withdrawals, or terminations
thereof, as the officer of attorney deems appropriate.
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Board of Directors September 25, 1997
Robertson Stephens Investment
Management Co.
General Operating Resolution (Excerpts from)
4. This board authorizes any officer of the Corporation, or
any attorney in the Legal Department of Bank of America NT&SA or
BancAmerica Securities, Inc. with the title of counsel or a
title senior thereto to sign registrations, reports,
certificates, applications and other writings on behalf of the
Corporation for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments,
withdrawals, or terminations thereof, as the officer or attorney
deems appropriate.
Board of Directors September 30, 1997
BancAmerica Securities, Inc.
(renamed BancAmerica Robertson
Stephens on October 1, 1998)
GENERAL OPERATING RESOLUTION (Excerpts from)
4. This board authorizes any officer of this corporation, or any
attorney in the Legal Department of Bank of America NT&SA or BancAmerica
Securities, Inc. attorney with the title of counsel or a title senior
thereto to sign registrations, reports, certificates, applications and
other writings on behalf of this corporation for submission to or filing
with any federal, state, local or foreign regulatory authorities, and
any amendments, withdrawals, or terminations thereof, as the officer or
attorney deems appropriate.
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POWER OF ATTORNEY
Each of the undersigned appoints Robert Greenwood, Terry Otton,
Paul Stephens, Christine Tonsfeldt, Dana Welch, and all individuals identified
on Exhibit A hereto, with full power to each of them to act alone, as his or its
true and lawful attorney-in-fact and agent to execute on his or 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.
The Contrarian Fund
The Robertson Stephens Developing Countries Fund
The Robertson Stephens Diversified Growth Fund
The Robertson Stephens Global Low-Priced Stock Fund
The Robertson Stephens Global Natural Resources Fund
The Robertson Stephens Growth & Income Fund
The Information Age Fund
The Robertson Stephens MicroCap Growth Fund
The Robertson Stephens Partners Fund
The Robertson Stephens Value + Growth Fund
The Robertson Stephens Global Value Fund
The Robertson Stephens Black Bear Fund, L.P.
Crossover Investment Management LLC
Robertson Stephens Emerging Growth Partners, L.P.
Golden Bear Fund
Delta Growth Fund, L.P.
By: Robertson, Stephens & Company Investment Management, L.P.
By: Bayview Holdings, Inc.
Robertson, Stephens & Company Investment Management, L.P.
By: Bayview Holdings, Inc.
The Robertson Stephens Emerging Growth Fund
By: RS Investment Management, Inc.
By: RS Regulated I, L.L.C.
By: Bayview Holdings, Inc.
RS Investment Management, Inc.
By: RS Regulated I, L.L.C.
By: Bayview Holdings, Inc.
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Robertson Stephens & Co. Private Equity Group, L.L.C.
By: Bayview Holdings, Inc.
Bayview Investors, Ltd.
By: Robertson, Stephens & Company Private Equity Group, L.L.C.
By: Bayview Holdings, Inc.
Crossover Fund II
Crossover IIA
By: Crossover Investment Management, L.L.C.
By: Robertson, Stephens & Company Investment Management, L.L.C.
By: Bayview Holdings, Inc.
RS & Co. IV, L.P.
By: RS & Co. Venture Partners, IV, L.P.
By: Robertson, Stephens & Company Private Equity Group, L.L.C.
By: Bayview Holdings, Inc.
The Robertson Stephens Orphan Fund
By: Robertson, Stephens & Company Investment Management, L.P.
By: Bayview Holdings, Inc.
By: /s/ Dana Welch October 14, 1997
on behalf of Bayview Holdings, Inc.
The Robertson Stephens Black Bear Offshore Fund Limited
By: /s/ Patrick Agernian October 14, 1997
CFS Company Ltd.
Orphan Offshore Fund, L.P.
The Robertson Stephens Orphan Offshore Fund, L.P.
By: Patrick Agernian October 14, 1997
Orphan Adminstrative General Partner, Ltd.
General Partner
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Exhibit A
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 or BancAmerica Robertson Stephens holding the title
of counsel or a title senior thereto.
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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 and Savings Association holding the title of counsel or a title
senior thereto.
BA VENTURE PARTNERS, I
By: /s/ JAMES D. MURPHY December 9, 1997
James D. Murphy, General Partner
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