<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BA MERCHANT SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
055239-10-7
- --------------------------------------------------------------------------------
(CUSIP Number)
James W. Kiser, Secretary
Bank of America National Trust and Savings Association
555 California Street, 6th Floor
San Francisco, California 94104
(415) 622-2091
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With a copy to:
Paul J. Polking Rodney R. Peck
General Counsel Pillsbury Madison & Sutro LLP
BankAmerica Corporation P.O. Box 7880
100 North Tryon Street San Francisco, CA 94120
Charlotte, North Carolina 28255 (415) 983-1000
(704) 386-5000
- --------------------------------------------------------------------------------
October 22, 1998
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(Date of Event which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [_]
* 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).
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 13 Pages
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CUSIP NO. 055239-10-7
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
1 PERSONS: BankAmerica Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
2 INSTRUCTIONS) (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC,OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
0 (see Item 4)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 32,400,000 (see Item 4)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (see Item 4)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
32,400,000 (see Item 4)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
32,400,000 (see Item 4)
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
12 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.6%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
HC, CO
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Page 2 of 13 Pages
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- ------------------------------------------------------------------------------
CUSIP NO. 055239-10-7
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NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
1 PERSONS: Bank of America National Trust and Savings Association
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
2 INSTRUCTIONS) (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC, OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 (see Item 4)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 32,400,000 (see Item 4)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (see Item 4)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
32,400,000 (see Item 4)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
11 EACH REPORTING PERSON
32,400,000 (see Item 4)
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
12 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
66.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
BK
- ------------------------------------------------------------------------------
Page 3 of 13 Pages
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This Schedule 13D is being filed jointly by Bank of America National Trust
and Savings Association and BankAmerica Corporation, the successor issuer to
NationsBank Corporation, a North Carolina corporation ("NationsBank"), under
Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Effective September 25, 1998, NationsBank was reincorporated from North
Carolina to Delaware by forming a new, wholly-owned Delaware subsidiary named
"NationsBank (DE) Corporation" ("NationsBank (DE)"), having no assets or
liabilities other than nominal assets or liabilities, and merging NationsBank
with and into NationsBank (DE) (the "Reincorporation Merger"), with NationsBank
(DE) as the surviving corporation in the Reincorporation Merger and being
renamed "NationsBank Corporation." On September 30, 1998, BankAmerica
Corporation, a Delaware corporation, was merged with and into NationsBank (DE)
(the "Merger"), with NationsBank (DE) as the surviving corporation in the
Merger. In connection with the Merger, NationsBank (DE) changed its name to
"BankAmerica Corporation."
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock") of BA Merchant Services, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at One South Van Ness Avenue, San Francisco, California 94103.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly by each of the following persons
pursuant to Rule 13d-1(f) promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to Section 13 of the Exchange Act: (i) BankAmerica
Corporation, a Delaware corporation ("BankAmerica"); and (ii) Bank of America
National Trust and Savings Association, a national trust and savings association
and a wholly-owned subsidiary of BankAmerica ("Bank of America" and, together
with BankAmerica, the "Reporting Persons").
BankAmerica is a bank holding company whose subsidiaries provide a
diversified range of banking and nonbanking financial products and services to
individuals, businesses, government agencies and financial institutions
throughout the U.S. and in selected international markets. The address of the
principal business and principal office of BankAmerica is 100 North Tryon
Street, Charlotte, North Carolina 28255. Bank of America is a national banking
association engaged in the banking business, with a variety of subsidiaries
engaged in various activities, including consumer and commercial banking,
consumer and commercial finance, corporate and investment banking, commercial
real estate lending, private banking and investment services and other financial
services. The address of the principal business and principal office of Bank of
America is 555 California Street, San Francisco, California 94104.
Certain information required by this Item 2 concerning the directors and
executive officers of BankAmerica and Bank of America is set forth on Schedule A
attached hereto, which is incorporated herein by reference.
During the last five years, neither BankAmerica nor Bank of America nor, to
the best of their knowledge, any of the persons listed on Schedule A 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 as a result of which
such person 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.
Page 4 of 13 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except for the shares of the Issuer described in Item 5, neither Reporting
Person has acquired any shares of the Issuer as of the date hereof. As
indicated in Item 4, one or both of the Reporting Persons may in the future
acquire additional shares of the Issuer. If undertaken, funds for such
acquisitions may come from a variety of sources, including the working capital
of one or both of the Reporting Persons, existing credit or borrowing facilities
of the Reporting Persons or funds from newly issued indebtedness or other
securities of one or both of the Reporting Persons or the proceeds thereof.
ITEM 4. PURPOSE OF TRANSACTION.
On October 22, 1998, at a meeting of the Board of Directors of the Issuer,
representatives of Bank of America presented a proposal to the Board of
Directors of the Issuer regarding the possible acquisition for cash of all of
the outstanding shares of Class A Common Stock not currently owned by
BankAmerica and its subsidiaries. Bank of America indicated at such meeting a
willingness to acquire such shares at a cash price per share of $15.50. It is
currently anticipated that such transaction would be structured as a merger. At
such Board meeting, a Special Committee of the Board of Directors of the Issuer
was formed, consisting of Messrs. Donald R. Dixon, William E. Fisher and Hatim
Tyabji, who are members of the Board of Directors of the Issuer and unaffiliated
with BankAmerica. The Special Committee is expected to promptly engage its own
legal and financial advisors to review the matter. Consummation of such
transaction would be subject to the approval of the Board of Directors and the
stockholders of the Issuer and negotiation of a definitive agreement, as well as
other customary conditions, including receipt of all necessary regulatory
approvals. The Reporting Persons reserve the option to explore the possible
acquisition of the shares of Class A Common Stock not currently held by Bank of
America on a basis other than a merger, including by a tender offer or
otherwise. Such acquisition could, if accomplished, result in the Reporting
Persons owning all or substantially all of the equity interest in the Issuer
and, ultimately, in a business combination with the Issuer. Following any such
transaction, the Reporting Persons could determine to combine or transfer some
or all of the operations or assets of the Issuer with those of, or to, other
businesses conducted by the Reporting Persons. Any such actions the Reporting
Persons might undertake will depend upon the Reporting Persons' review of
numerous factors, including, among other things: the availability of shares of
Class A Common Stock for purchase and the price levels of such shares; general
market and economic conditions; on-going evaluation of the Issuer's business,
financial condition, operations, competitive position and prospects; the
relative attractiveness of alternative business and investment opportunities;
the actions of the management, Board of Directors and Special Committee of the
Issuer; and other future developments. See Item 5.
Although the foregoing reflects activities presently contemplated by the
Reporting Persons with respect to the Issuer, the foregoing is subject to change
at any time. Except as set forth in this Schedule 13D, the Reporting Persons
currently have no plans or proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Bank of America is the record owner of 32,400,000 shares of the Issuer's
Class B Common Stock, which represented 100% of the Class B Common Stock
outstanding at September 30, 1998. Shares of Class B Common Stock are
convertible into an equal number of shares of Class A Common Stock upon the
occurrence of certain events, as described below. Bank of America is currently
entitled to cause such conversion. Thus, Bank of America may be deemed for
reporting purposes to beneficially own 32,400,000 shares of Class A Common Stock
of the Issuer. Bank of America's ownership of Class B Common Stock represents
approximately 66.6% of the outstanding Class A and Class B Common Stock of the
Issuer and approximately 95.2% of the combined voting power of the two classes
of common stock. Bank of America has the power to vote, direct the vote,
dispose and direct the disposition of its Class B Common Stock. For reporting
purposes, BankAmerica may be deemed the beneficial owner of the shares owned by
Bank of America.
Page 5 of 13 Pages
<PAGE>
One share of Class B Common Stock is convertible into one share of Class A
Common Stock under conditions set forth in the Issuer's Amended and Restated
Certificate of Incorporation. Generally, Class B Common Stock is convertible
into Class A Common Stock prior to a tax-free spin-off: a) at any time, at the
holder's option; b) automatically, for any shares retained by BankAmerica or its
subsidiaries after transfer of more than a 50% economic interest in the Common
Stock in a single transaction to a person who is not an affiliate of BankAmerica
(a "Class B Transferee"); c) automatically, upon transfer of a share to a person
other than BankAmerica or its subsidiaries or a Class B Transferee or its
subsidiaries; d) automatically, if shares owned by BankAmerica or its
subsidiaries or a Class B Transferee or its subsidiaries in the aggregate
constitute less than 30% of the economic ownership represented by the aggregate
number of shares of Class A and Class B Common Stock then outstanding. Shares
transferred to BankAmerica stockholders or to stockholders of a Class B
Transferee in a tax-free spin-off do not convert upon such spin-off. After a
tax-free spin-off, Class B shares automatically convert into Class A shares on
the fifth anniversary of a tax-free spin-off, unless, prior to such tax-free
spin-off, written advice of counsel is delivered to the Issuer to the effect
that the conversion could adversely affect the ability to secure a tax-free
ruling from the Internal Revenue Service, or the Service has adopted a non-
ruling policy on tax-free spin-offs and the conversion could adversely affect
the tax-free status of the distribution, in which case stockholders must approve
the conversion (unless written advice of counsel is delivered to the Issuer to
the effect that such stockholder vote could adversely affect the tax-free
status of the distribution).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of
October 30, 1998, between BankAmerica and Bank of America.
Page 6 of 13 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 30, 1998.
BANKAMERICA CORPORATION
By /s/ Charles P. Welch
--------------------------------
Charles P. Welch
Senior Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ John E. Mack
--------------------------------
John E. Mack
Senior Vice President
Page 7 of 13 Pages
<PAGE>
SCHEDULE A
Directors and Executive Officers
The following table sets forth the names, addresses and principal
occupations of the directors and executive officers of Bank of America National
Trust and Savings Association ("Bank of America"). Each such person is a citizen
of the United States of America.
Directors
<TABLE>
<CAPTION>
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive Officer
100 North Tryon Street
Charlotte, NC 28255
David A. Coulter BankAmerica Corporation President (through October 30, 1998)
555 California Street
San Francisco, CA 94104
James H. Hance, Jr. BankAmerica Corporation Vice Chairman and
100 North Tryon Street Chief Financial Officer
Charlotte, NC 28255
Kenneth D. Lewis BankAmerica Corporation President, Consumer and
100 North Tryon Street Commercial Banking
Charlotte, NC 28255
Michael J. Murray BankAmerica Corporation President, Global Corporate
555 California Street and Investment Banking
San Francisco, CA 94104
Michael E. O'Neill BankAmerica Corporation President, Principal Investing
555 California Street and Wealth Management
San Francisco, CA 94104
F. William Vandiver Jr. BankAmerica Corporation Corporate Risk Management Executive
100 North Tryon Street
Charlotte, NC 28255
</TABLE>
Page 8 of 13 Pages
<PAGE>
SCHEDULE A (continued)
Executive Officers
<TABLE>
<CAPTION>
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive Officer
100 North Tryon Street
Charlotte, NC 28255
David A. Coulter BankAmerica Corporation President (through October 30, 1998)
555 California Street
San Francisco, CA 94104
James H. Hance, Jr. BankAmerica Corporation Vice Chairman and
100 North Tryon Street Chief Financial Officer
Charlotte, NC 28255
Kenneth D. Lewis BankAmerica Corporation President, Consumer and
100 North Tryon Street Commercial Banking
Charlotte, NC 28255
Michael J. Murray BankAmerica Corporation President, Global Corporate
555 California Street and Investment Banking
San Francisco, CA 94104
Michael E. O'Neill BankAmerica Corporation President, Principal Investing
555 California Street and Wealth Management
San Francisco, CA 94104
F. William Vandiver, Jr. BankAmerica Corporation Corporate Risk Management
100 North Tryon Street Executive
Charlotte, NC 28255
</TABLE>
Page 9 of 13 Pages
<PAGE>
SCHEDULE A (continued)
The following table sets forth the names, addresses and principal
occupations of the directors and executive officers of BankAmerica Corporation
("BankAmerica"). Each such person is a citizen of the United States of America.
Directors
<TABLE>
<CAPTION>
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Charles W. Coker Post Office Box 160 Chairman, Sunoco Products Company
Hartsville, SC 29551-0160
David A. Coulter BankAmerica Corporation President, BankAmerica Corporation
555 California Street (through October 30, 1998)
San Francisco, CA 94104
Timm Crull c/o Hallmark Cards, Inc. Retired Chairman, Nestle USA, Inc.
1024 E. Balboa Boulevard
Newport Beach, CA 92661
Alan T. Dickson 1000 Two First Union Center Chairman of the Board,
Charlotte, NC 28282 Ruddick Corporation
Kathleen Feldstein 147 Clifton Street President, Economic Studies, Inc.
Belmont, MA 02178
Paul Fulton First Stratford Building Chairman and CEO, Bassett
101 S. Stratford Road Furniture Industries, Inc.
Winston-Salem, NC 27104
Donald E. Guinn Pacific Telesis Center Chairman Emeritus, Pacific
130 Kearney Street Telesis Group
Room 3704
San Francisco, CA 94108
C. Ray Holman Post Office Box 5840 Chairman and Chief Executive
St. Louis, MO 63134 Officer, Mallinckrodt Inc.
W.W. Johnson BankAmerica Corporation Chairman, Executive Committee,
100 North Tryon Street BankAmerica Corporation
Charlotte, NC 28255
Walter Massey Office of the President President, Morehouse College
830 Westview Drive
Atlanta, GA 30314
</TABLE>
Page 10 of 13 Pages
<PAGE>
SCHEDULE A (continued)
Directors (continued)
<TABLE>
<CAPTION>
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive
100 North Tryon Street Officer, BankAmerica Corporation
Charlotte, NC 28255
Richard M. Rosenberg 555 California Street Retired Chairman and Chief Executive
5th Floor Officer, BankAmerica Corporation
San Francisco, CA 94104
O. Temple Sloan, Jr. Post Office Box 26006 Chairman, General Parts Inc.
Raleigh, NC 27611
Meredith R. Spangler 668 Hempstead Place Chairman, C.D. Spangler Foundation
Charlotte, NC 28207-2320
A. Michael Spence Memorial Way, Room 140 Dean of Graduate School of Business,
Stanford, CA Stanford University
Ronald Townsend Gannett Television Communications Consultant
c/o WTLV-TV12
1070 East Adams Street
Jacksonville, FL 32202
Solomon Trujillo 1801 California Street President and Chief Executive Officer,
52nd Floor US West Communications Group
Denver, CO 80202
Jackie M. Ward 5775 Peachtree-Dunwoody Rd President and CEO, Computer
Building G, Fourth Floor Generation Incorporated
Atlanta, GA 30342
Virgil R. Williams Post Office Box 105106 Chairman and CEO, Williams
Atlanta, GA 30087 Group International, Inc.
Shirley Young 14-117 General Motors Bldg. Vice President, General Motors
Detroit, MI 48202 Corporation
</TABLE>
Page 11 of 13 Pages
<PAGE>
SCHEDULE A (continued)
Executive Officers
<TABLE>
<CAPTION>
Name Address Principal Occupation
---- ------- --------------------
<S> <C> <C>
Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive Officer
100 North Tryon Street
Charlotte, NC 28255
David A. Coulter BankAmerica Corporation President (through October 30, 1998)
555 California Street
San Francisco, CA 94104
James H. Hance, Jr. BankAmerica Corporation Vice Chairman and
100 North Tryon Street Chief Financial Officer
Charlotte, NC 28255
Kenneth D. Lewis BankAmerica Corporation President, Consumer and
100 North Tryon Street Commercial Banking
Charlotte, NC 28255
Michael J. Murray BankAmerica Corporation President, Global Corporate
555 California Street and Investment Banking
San Francisco, CA 94104
Michael E. O'Neill BankAmerica Corporation President, Principal Investing
555 California Street and Wealth Management
San Francisco, CA 94104
F. William Vandiver, Jr. BankAmerica Corporation Corporate Risk Management
100 North Tryon Street Executive
Charlotte, NC 28255
</TABLE>
Page 12 of 13 Pages
<PAGE>
EXHIBIT A
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing, on behalf of each
of them, of a Statement on Schedule 13D (including amendments thereto) with
respect to the Class A Common Stock of BA Merchant Services, Inc. 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 30, 1998
BANKAMERICA CORPORATION
By /s/ Charles P. Welch
_________________________________
Charles P. Welch
Senior Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ John E. Mack
_________________________________
John E. Mack
Senior Vice President
Page 13 of 13 Pages
