SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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240.13d-102
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO (S)240.13D-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO (S)240.13D-2
(Amendment No. )*
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Forstmann & Company, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
34659D10
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(CUSIP Number)
October 26, 1998 (see note to Item 2)
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Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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).
<PAGE>
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CUSIP NO. 34659D10 13G
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- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
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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 6 759,130
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 759,130
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 759,130
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [_]
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 17.3%
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TYPE OF REPORTING PERSON*
12 HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2
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CUSIP NO. 34659D10 13G
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Investment Corporation
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Illinois
- -------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 759,130
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 759,130
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 759,130
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [_]
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 17.3%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12 CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3
<PAGE>
Item 1 (a) Name of Issuer: Forstmann & Company, Inc.
(b) Address of Issuer's 1155 Avenue of the Americas
Principal Executive New York, NY 10036
Offices:
Item 2 (a) *Names of Persons Filing: (See Annex I for abbreviations)
BAC
BAIC
(b) Address of Principal
Business Offices: See Annex I
(c) Citizenship: See Annex I
(d) Title of Class of Common Stock
Securities:
(e) CUSIP Number: 34659D10
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [_] Insurance Company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) [_] Investment Company registered under Section 8 of the Investment
Company Act (15 U.S.C. 80a-8)
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* The filing parties previously filed a Schedule 13D with respect to this
issuer. This Schedule 13G is filed to convert such Schedule 13D into a Schedule
13G.
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(e) [_] An investment adviser in accordance with (S)240.13d-1(b)
(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F)
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(ii)(G)
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to (S)240.13d-1(c), check this box. [X]
Item 4 **Ownership
(a) Amount Beneficially Owned:
BAC 759,130
BAIC 759,130
(b) Percent of Class:
BAC 17.3%
BAIC 17.3%
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** 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.
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<PAGE>
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
BAC 0
BAIC 0
(ii) shared power to vote or to direct the vote:
BAC 759,130
BAIC 759,130
(iii) sole power to dispose or to direct the disposition of:
BAC 0
BAIC 0
(iv) shared power to dispose or to direct the disposition of:
BAC 759,130
BAIC 759,130
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 [_].
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 Annex I.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
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<PAGE>
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
[_] By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect. (13d-1(b)).
[X] By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect. (13d-1(c)).
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<PAGE>
SIGNATURE
- ----------
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 26, 1998
BANKAMERICA CORPORATION*
BANKAMERICA INVESTMENT CORP.*
*By: /s/ VENRICE R. PALMER
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Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association and Authorized
Attorney-in-Fact (signing resolutions and delegations of authority are
incorporated by reference to Schedule 13G Amendment #3 relating to Lexford,
Inc. and to Exhibit B below)
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<PAGE>
EXHIBIT A
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JOINT FILING AGREEMENT
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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.
Dated: October 26, 1998
BANKAMERICA CORPORATION*
BANKAMERICA INVESTMENT CORP.*
*By: /s/ VENRICE R. PALMER
---------------------
Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association and Authorized
Attorney-in-Fact (signing resolutions and delegations of authority are
incorporated by reference to Schedule 13G Amendment #3 relating to Lexford,
Inc. and to Exhibit B below)
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<PAGE>
EXHIBIT B
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Board of Directors Adopted: February 20, 1997
BankAmerica Investment Corporation
Excerpt from Board Resolution
The Board of Directors of BankAmerica Investment Corporation ("BAIC") authorizes
. . . any officer of BAIC, 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 BAIC, 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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<PAGE>
Annex I
This Annex identifies the filing parties of the attached Schedule.
I. (a) BankAmerica Corporation ("BAC") is a Delaware corporation. It wholly
owns BAIC.
(b) registered bank holding company
(c) Principal office and principal place of business:
NationsBank Corporate Center
100 N. Tryon
Charlotte, North Carolina 28255-0001
II. (a) BankAmerica Investment Corporation ("BAIC") is an Illinois corporation.
It is wholly owned by BAC.
(b) holds equity investments and trades discounted debt
(c) Principal office and principal place of business:
231 South LaSalle Street
Chicago, IL 60697
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