Filing Pursuant to Rule 424(b)(3)
File Number 333-43137
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The Prospectus
September 30, 1998
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THE BANKAMERICA
SHARESDIRECT PLAN(SM)
You should read this Prospectus carefully so you will know how the Plan
works and then retain it for future reference.
Neither the Securities and Exchange Commission nor any state securities
regulators have determined if this Prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
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THE PLAN
TABLE OF CONTENTS Page
BankAmerica SharesDirect Plan..............................................1
BankAmerica Corporation....................................................1
Summary of the Plan........................................................2
Administrator of the Plan..................................................3
Inquiries: BankAmerica Shareholder Services................................3
Enrollment.................................................................4
Investment Options:
Optional Dividend Reinvestment..........................................5
Optional Cash Investments...............................................6
Purchase of Shares.........................................................6
Sale of Shares.............................................................7
Safekeeping of Your Stock Certificates.....................................8
Gifts or Transfers of Shares...............................................9
Issuance of Certificates...................................................9
Plan Service Fees.........................................................10
Tracking Your Investments.................................................11
U.S. Federal Income Tax Information.......................................11
Responsibility of Administrator and BankAmerica...........................12
MISCELLANEOUS
Stock Splits, Stock Dividends and Other Distributions.....................13
Voting of Proxies.........................................................13
Plan Modification or Termination..........................................13
Change of Eligibility; Termination........................................13
Foreign Participation.....................................................13
Available Information/Incorporation of Documents by Reference.............14
Legal Matters.............................................................15
Independent Accountants...................................................15
Factors That May Affect Future Results....................................15
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THE BANKAMERICA SHARESDIRECT PLAN
This Prospectus describes the BankAmerica SharesDirect Plan. The Plan
promotes long-term ownership in BankAmerica Corporation by offering:
o A simple, cost-effective method for purchasing shares of BankAmerica stock
directly from BankAmerica;
o A way to increase your holdings in BankAmerica by reinvesting your cash
dividends in BankAmerica stock;
o The opportunity to purchase additional shares by making optional cash
investments.
You do not have to be a current shareholder of BankAmerica to participate in
the Plan. You can purchase your first shares of BankAmerica stock through the
Plan by making an initial investment of $1,000 or more, which includes an
initial transaction fee of $10. If you currently participate in the NationsBank
SharesDirect Plan or the BankAmerica Corporation Shareholder Investment Plan,
you are automatically enrolled in the Plan.
BankAmerica Corporation
BankAmerica is a multi-bank holding company. Through its subsidiaries,
BankAmerica provides financial products and services to individuals, businesses,
corporations, institutional investors and governmental agencies, primarily
throughout the Mid-Atlantic, Midwest, Southeast, Southwest and West. BankAmerica
was incorporated in 1998 under the laws of the State of Delaware and the Bank
Holding Company Act. BankAmerica's predecessor companies were initially
incorporated in 1968. Its principal executive offices are located at 100 North
Tryon Street, Charlotte, North Carolina 28255.
THE BANKAMERICA STOCK OFFERED UNDER THE PLAN IS NOT GUARANTEED OR INSURED BY
ANY BANK OR GOVERNMENT AGENCY.
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THE PLAN
SUMMARY OF THE PLAN
o ENROLLMENT: New shareholders can join by making an initial investment of at
least $1,000, which includes an initial transaction fee of $10. Shareholders
enrolled in the NationsBank SharesDirect Plan or the BankAmerica Corporation
Shareholder Investment Plan are automatically enrolled in the Plan. Existing
BankAmerica shareholders not enrolled in either of these predecessor plans can
participate in the Plan by submitting a completed Enrollment Form. If your
shares are held in a brokerage account, you may either participate directly by
registering some or all of your shares in your name, or make arrangements with
your broker to participate in the Plan on your behalf.
o OPTIONAL REINVESTMENT OF DIVIDENDS: You can reinvest all, a portion or none of
your cash dividends toward the purchase of additional shares of BankAmerica
stock without paying trading fees.
o OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of BankAmerica stock by investing a minimum of $50 at any one
time, up to $120,000 in the aggregate per calendar year. You can have your
payment automatically withdrawn from your bank account or pay by check.
o FULL INVESTMENT: Full investment of your dividends is possible because the
Company will credit your account with both whole and fractional shares. As part
of the Plan, BankAmerica pays dividends on both whole shares and fractional
shares.
o SAFEKEEPING OF CERTIFICATES: You can deposit your BankAmerica stock
certificates with BankAmerica Shareholder Services for safekeeping at no cost to
you.
o GIFTS OR TRANSFERS OF SHARES: You can give or transfer your BankAmerica shares
to others through the Plan at no charge.
o SELL SHARES CONVENIENTLY: If you choose to sell any of the BankAmerica stock
held in your Plan account, you will pay fees lower than those typically charged
by stockbrokers.
o TRACKING YOUR INVESTMENT: You will receive a statement or a notification after
each transaction. Statements provide the details of the transaction and show the
share balance in your Plan account.
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ADMINISTRATOR OF THE PLAN
BankAmerica has appointed The Chase Manhattan Bank to administer the Plan and
act as Agent for the participants. The Chase Manhattan Bank has designated its
affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities Inc.,
and other agents to perform certain services for the Plan. These companies will
purchase and hold shares of stock for Plan participants, keep records, send
statements and perform other duties required by the Plan. BankAmerica reserves
the right to replace the Administrator at any time.
The Administrator may be contacted at BankAmerica Shareholder Services as
detailed below.
INQUIRIES: BANKAMERICA SHAREHOLDER SERVICES
For information about the BankAmerica SharesDirect Plan:
BankAmerica Shareholder Services: 1-800-642-9855
Internet: www.chasemellon.com
Written requests and notices should be mailed as follows:
Send correspondence and all requests except Optional Cash Investments to:
BankAmerica Shareholder Services
P. O. Box 3336
South Hackensack, NJ 07606-1936
Please include your daytime telephone number.
Send Optional Cash Investments to:
BankAmerica Shareholder Services
Optional Cash Investments
P. O. Box 382009
Pittsburgh, PA 15250-8009
Make check or money order payable to BankAmerica Corporation in U.S.
dollars. Please use transaction stub at bottom of statement.
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ENROLLMENT
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation in
the Plan.
o IF YOU DO NOT CURRENTLY OWN ANY BANKAMERICA STOCK, you can join the Plan by
making an initial investment of at least $1,000, but not more than $120,000. You
can get started in the Plan by returning a completed Enrollment Form to
BankAmerica Shareholder Services along with your check or money order payable to
BankAmerica Corporation. A $10 transaction fee will be deducted from your
initial investment. The Administrator will arrange for the purchase of shares
for your account, but will not pay interest on amounts held pending investment.
Please allow two weeks for your account to be established, initial shares to be
purchased and a statement to be mailed to you. (See "Purchase of Shares" on page
6.)
o IF YOU ALREADY OWN BANKAMERICA STOCK AND THE SHARES ARE REGISTERED IN YOUR
NAME, you may join the Plan by returning a completed Enrollment Form to
BankAmerica Shareholder Services. Registered shareholders will not be charged an
initial transaction fee. If you have been participating in the NationsBank
SharesDirect Plan or the BankAmerica Corporation Shareholder Investment Plan,
you will be automatically enrolled in the new BankAmerica SharesDirect Plan and
need not send in an Enrollment Form or take any other action unless you want to
make a change.
o IF YOUR SHARES ARE HELD IN A BROKERAGE, BANK OR OTHER INTERMEDIARY ACCOUNT,
and you wish to participate directly in the Plan, you should direct your broker,
bank, or trustee to register some or all of your BankAmerica shares directly in
your name. Alternatively, you may make arrangements with your broker, bank or
trustee to participate in the Plan on your behalf. You can then get started in
the Plan by returning a completed Enrollment Form to BankAmerica Shareholder
Services. Registered shareholders will not be charged an initial transaction
fee.
INVESTMENT OPTIONS
Once enrolled in the Plan, you have the following choices:
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o OPTIONAL DIVIDEND REINVESTMENT: You can choose to reinvest all, a portion or
none of the regular cash dividends paid on your shares registered with the Plan
to purchase additional shares of BankAmerica stock. You can change your dividend
reinvestment election at any time by notifying BankAmerica Shareholder Services.
For a particular dividend to be reinvested, your notification must be received
five days prior to the record date for that dividend. (The record date is
normally 21 days prior to the payment date.)
If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form:
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FULL DIVIDEND REINVESTMENT
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Purchase additional shares by reinvesting all of your cash dividends.
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PARTIAL DIVIDEND REINVESTMENT
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If you choose to reinvest less than all of your dividends, you must select one
of the following options:
OPTION 1. Receive a cash dividend payment based on the number of full shares
you specify. Reinvest the dividends on all remaining shares. This option allows
you to receive a fixed amount of cash each quarter (assuming the dividend per
share stays the same); or
OPTION 2. Reinvest dividends based on the number of full shares you specify.
Receive a cash dividend payment on all remaining shares. This option allows you
to receive an increasing amount of cash each quarter (again, assuming the
dividend per share stays the same).
...............................................................................
Deposit Cash Dividends Electronically: If you choose partial dividend
reinvestment, you can have all of your remaining cash dividends deposited
directly into your bank account instead of receiving a check by mail -- just
complete the appropriate sections of the Enrollment Form or notify BankAmerica
Shareholder Services. Direct Deposit Authorization Forms will be acted upon as
soon as possible after they are received. You can change your designated bank
account for direct deposit or discontinue this feature by notifying
BankAmerica Shareholder Services at least 14 days prior to a dividend record
date.
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o OPTIONAL CASH INVESTMENTS: You can purchase additional shares of BankAmerica
stock by using the Plan's optional cash investment feature. You must invest at
least $50 at any one time and cannot invest more than $120,000 in a calendar
year. Interest will not be paid on amounts held pending investment.
BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT: If you wish to make regular
monthly optional cash investments, you can authorize an automatic monthly
withdrawal from your bank account. This feature enables you to make ongoing
investments without writing a check. Funds will be deducted from your account on
the 15th day of each month. If this date falls on a bank holiday or weekend,
funds will be deducted on the next business day. Please allow four to six weeks
for the first automatic monthly withdrawal to be initiated. You must notify
BankAmerica Shareholder Services in writing to change or terminate automatic
withdrawal.
BY CHECK OR MONEY ORDER: You may make optional cash investments by sending a
check or money order payable to BankAmerica Corporation. Do not send cash.
Please mail the completed transaction stub located on the bottom of your
statement along with your investment to the address specified on the statement.
PURCHASE OF SHARES
o PURCHASE INTERVALS: The Administrator will make arrangements to use initial
and optional cash investments to purchase BankAmerica shares as promptly as
practical, but at least once each week. The Administrator will use reinvested
dividends to purchase shares on a quarterly basis. Purchases may be made over a
number of days to meet the requirements of the Plan.
o SOURCE AND PRICING OF SHARES: Shares needed to meet the requirements of the
Plan will either be purchased in the open market or issued directly by
BankAmerica from authorized but unissued shares.
If the shares are purchased in the open market, your price per share will be
the weighted average price of shares purchased during the relevant period to
satisfy Plan requirements. Trading fees incurred by the Plan for purchases will
be paid by BankAmerica and
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will be reported to you as taxable income. All fractional shares are calculated
to four decimals and are credited to your account.
If the shares are purchased from BankAmerica, your price
per share will be the average of the daily high and low sale prices quoted on
the New York Stock Exchange (NYSE) Composite Transactions listing for the day
the shares are purchased. All fractional shares are calculated to four decimals
and are credited to your account.
o TIMING AND CONTROL: Because the Administrator will arrange for the purchase
of shares on behalf of the Plan, neither BankAmerica nor any participant in the
Plan has the authority or power to control either the timing or pricing of
shares purchased or the selection of the broker making the purchases. Therefore,
you will not be able to precisely time your purchases through the Plan and will
bear the market risk associated with fluctuations in the price of BankAmerica
stock. That is, if you send in an initial or optional cash investment, it is
possible that the market price of BankAmerica stock could go up or down before
the broker purchases stock with your funds. In addition, you will not earn
interest on initial or optional cash investments for the period before the
shares are purchased.
SALE OF SHARES
You can sell any number of shares held in your Plan account or book entry
form by notifying BankAmerica Shareholder Services. The Administrator will make
arrangements to sell BankAmerica stock as promptly as possible, but at least
once a week. Sales may be made more frequently if volume dictates.
The sale price will be the weighted average price of all shares sold for Plan
participants during the relevant period, as volume dictates. You will receive
the proceeds of the sale less (1) a $15 sales transaction fee, (2) the trading
fee of $0.08 per share charged in connection with the sale, and (3) any required
tax withholdings. (See "Plan Service Fees" on page 10.)
You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from BankAmerica
Shareholder Services. (See "Issuance of Certificates" on page 9.)
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Please note that if your total holdings fall below one share, the
Administrator will liquidate the fractional share, remit the proceeds to you
less any applicable fees, and close your Plan account.
o TIMING AND CONTROL: Because the Administrator will sell the shares on behalf
of the Plan, neither BankAmerica nor any participant in the Plan has the
authority or power to control the timing or pricing of shares sold or the
selection of the broker making the sales. Therefore, you will not be able to
precisely time your sales through the Plan and will bear the market risk
associated with fluctuations in the price of BankAmerica stock. That is, if you
send in a request to sell shares, it is possible that the market price of
BankAmerica stock could go down or up before the broker sells your shares. In
addition, you will not earn interest on the proceeds of a sales transaction.
SAFEKEEPING OF YOUR STOCK CERTIFICATES
Shares of BankAmerica stock that you buy under the Plan will be maintained in
your Plan account for safekeeping. You will receive a periodic statement
detailing the status of your holdings. (See "Tracking Your Investments" on page
11.)
BankAmerica shareholders may use the Plan's "safekeeping" service to deposit
their BankAmerica stock certificates at no cost. Because BankAmerica and the
Administrator are responsible for the safekeeping of BankAmerica stock
certificates deposited with the Plan, you no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates so
deposited. With safekeeping, you have the option of receiving cash dividends,
reinvesting your dividends or taking advantage of the sale of shares feature of
the Plan. Certificates will be issued only upon written request to BankAmerica
Shareholder Services. (See "Issuance of Certificates" on page 9.)
To use the safekeeping service, send your certificates to BankAmerica
Shareholder Services by registered mail with written instructions to deposit
them in safekeeping. Do not endorse the certificates or complete the assignment
section.
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GIFTS OR TRANSFERS OF SHARES
You can give or transfer BankAmerica shares to anyone you choose by:
o Making an initial $1,000 cash investment to establish an account in the
recipient's name; or
o Submitting an optional cash investment on behalf of an existing shareholder
in the Plan in an amount not less than $50 nor more than $120,000; or
o Transferring shares from your Plan account to the recipient.
You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. In order to
transfer the ownership of all or part of the whole shares of BankAmerica stock
held in your Plan account, you must mail BankAmerica Shareholder Services a
transfer request form along with a properly signed stock power. The stock power
form can be obtained from BankAmerica Shareholder Services, a bank or a
stockbroker. You must have your signature guaranteed by a financial institution
participating in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing the certificate is in fact the
registered owner as it appears on the stock certificate or stock power.
BankAmerica Shareholder Services will automatically place such new accounts in
full dividend reinvestment status. The recipients of gifts or transfers, at
their discretion, may then elect another option. BankAmerica Shareholder
Services will send recipients of gifts or transfers a notice of such transfer.
If you participate in dividend reinvestment and your request to either
transfer all of your shares or make a partial sale and transfer the balance of
your shares is received during the three business days prior to the dividend
record date, the processing of your request may be held until after your account
is credited with reinvested dividends. This hold period could be as long as four
weeks.
ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Plan account by
notifying BankAmerica Shareholder Services.
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Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check for the value of the fractional share (less
any applicable fees) will be mailed to you. Please allow two to three weeks to
process your request.
Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. In addition, checks will be made
payable to the name(s) in which the account is registered, unless otherwise
instructed. If the certificate is issued in a name other than your Plan account
registration, the signature on the instructions or stock power must be
guaranteed by a financial institution participating in the Medallion Guarantee
program, as described on page 9.
PLAN SERVICE FEES
Initial Transaction Fee for new investors................$10.00 per new account
Optional Reinvestment of Dividends...................................No Charge
Optional Cash Investments via check
or automatic investment..............................................No Charge
Sale of Shares (partial or full)
Transaction Fee..................................$15.00 per sale transaction
Trading Fee..............................$0.08 per share or fractional share
Gift or Transfer of Shares...........................................No Charge
Safekeeping of Stock Certificates....................................No Charge
Certificate Issuance.................................................No Charge
Returned checks...............................................$25.00 per check
Duplicate Statements
Current year.......................................................No Charge
Prior year(s)........................$10.00 flat fee per request per account
The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale. All fees set forth above are subject to
change following appropriate notice to Plan participants.
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TRACKING YOUR INVESTMENTS
If you participate in dividend reinvestment, BankAmerica Shareholder Services
will mail you a quarterly statement showing all transactions (shares, amounts
invested, purchase prices) for your account including year-to-date and other
account information. Supplemental statements or notices will be sent when you
make an initial or optional cash investment or a deposit, transfer or withdrawal
of shares.
If you do not participate in dividend reinvestment, BankAmerica Shareholder
Services will mail you a statement or notice confirming any transactions you
make.
If you continue to be enrolled in the Plan, but have no
transactions, BankAmerica Shareholder Services will mail you an annual statement
of your holdings.
Please retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes. You should notify
BankAmerica Shareholder Services promptly of any change in address because all
notices, statements and reports will be mailed to your address of record.
U.S. FEDERAL INCOME TAX INFORMATION
Cash dividends reinvested under the Plan will be taxable as having been
received by you even though you have not actually received them in cash. You
will receive an annual statement from the Administrator indicating the amount of
reinvested dividends reported to the U.S. Internal Revenue Service as dividend
income. The statement will also reflect as income any trading fees paid by
BankAmerica on your behalf for purchases of shares.
You will not realize gain or loss for U.S. Federal income tax purposes upon
the transfer of shares to the Plan, the transfer of shares to another recipient
by gift or otherwise under the Plan, or upon the withdrawal of whole shares from
the Plan. You will, however, generally realize gain or loss upon the sale of
shares (including the receipt of cash for fractional shares) held in the Plan.
Similarly, any recipient of a gift or transfer of shares under the Plan will
generally realize gain or loss upon the sale of any of the shares so
transferred.
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In the case of Plan participants whose dividends are subject to Federal
income tax withholding, or backup withholding, dividends will be invested net of
the amount of tax to be withheld.
The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in the Plan.
You should rely only on the information incorporated by reference or provided
in this Prospectus or in any prospectus supplement. BankAmerica has authorized
no one to provide you with different information. BankAmerica is not making an
offer to sell stock in any state or country where the offer is not permitted.
You should not assume that the information in this Prospectus or the
prospectus supplement is accurate as of any date other than the date of the
document.
RESPONSIBILITY OF ADMINISTRATOR AND BANKAMERICA
Neither BankAmerica nor the Administrator will be liable for any act they do
in good faith or for any good faith omission to act. This includes, without
limitation, any claims of liability for:
o failure to terminate your account upon your death prior to receiving written
notice of such death; or
o purchases or sales prices reflected in your Plan account or the dates of
purchases or sales of your Plan shares; or
o any fluctuation in the market value after purchase or sale of shares.
The payment of dividends is at the discretion of the BankAmerica Board of
Directors and will depend upon future earnings, the financial condition of
BankAmerica and other factors. The Board may change the amount and timing of
dividends at any time without notice.
Neither BankAmerica nor the Administrator can assure you a profit or protect
you against a loss on the shares you purchase under the Plan.
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MISCELLANEOUS
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event dividends are paid in BankAmerica stock, or if BankAmerica stock
is distributed in connection with any stock split or similar transaction, each
account will be adjusted to reflect the receipt of the stock so paid or
distributed.
VOTING OF PROXIES
BankAmerica will mail you proxy materials including a proxy card representing
both the shares for which you hold certificates and the shares, full and
fractional, in your Plan account. The proxy will be voted as indicated by you.
If you do not return the proxy card or if you return it unsigned, none of your
shares will be voted.
PLAN MODIFICATION OR TERMINATION
BankAmerica reserves the right to suspend, modify or terminate the Plan at
any time. You will receive notice of any such suspension, modification or
termination. BankAmerica and the Administrator also reserve the right to change
any administrative procedures of the Plan.
CHANGE OF ELIGIBILITY; TERMINATION
BankAmerica reserves the right to deny, suspend or terminate participation by
a shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, BankAmerica Shareholder Services will notify
you in writing and will continue to safekeep your shares but will no longer
accept optional cash investments or reinvest your dividends. BankAmerica
Shareholder Services will issue a certificate to you upon written request.
FOREIGN PARTICIPATION
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. BankAmerica reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign laws or regulations.
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AVAILABLE INFORMATION/INCORPORATION OF DOCUMENTS
BY REFERENCE
BankAmerica files annual, quarterly and special reports, proxy statements and
other information with the Securities
and Exchange Commission. BankAmerica is the successor to NationsBank
Corporation, which complied with the same SEC filing requirements. You may read
and copy any reports, statements or other information BankAmerica files (or
NationsBank previously filed) at the SEC's public reference rooms in Washington,
D.C., New York, New York, and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.
BankAmerica (and NationsBank) SEC filings are also available to the public from
commercial document retrieval services and at the website maintained by the SEC
at "http://www.sec.gov."
The SEC allows BankAmerica to "incorporate by reference" the information it
files with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information filed with the
SEC will update and supersede this information. The documents listed below and
any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until the Plan is terminated comprise the
incorporated documents:
(a) NationsBank Annual Report on Form 10-K for the year ended December 31,
1997;
(b) NationsBank Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998 and June 30, 1998;
(c) NationsBank Current Reports on Form 8-K as of January 14, 1998, January
22, 1998, February 3, 1998, March 13, 1998, March 23, 1998, April 15,
1998, April 16, 1998, April 17, 1998 (as amended on April 24, 1998 , May
18, 1998 and August 17, 1998), May 6, 1998, May 13, 1998, July 7, 1998,
July 13, 1998, July 23, 1998 and September 28, 1998; and
(d) The description of the BankAmerica Common Stock contained in the Current
Report on Form 8-K filed September 28, 1998 by NationsBank (as the
predecessor to BankAmerica).
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Upon request BankAmerica will provide, without charge, a copy of any or all
of the documents incorporated by reference in this document (other than exhibits
to such documents, unless the exhibits are specifically incorporated by
reference in such documents). Your requests for copies should be directed to
BankAmerica Corporation, Corporate Center, Corporate Treasury Division,
Charlotte, North Carolina 28255 (Telephone: (704) 386-5000).
LEGAL MATTERS
Mr. Paul J. Polking, Executive Vice President and General Counsel of
BankAmerica Corporation, has given his opinion regarding the validity of the
BankAmerica stock covered by this Prospectus. Mr. Polking owns common stock and
is eligible to participate in the Plan.
INDEPENDENT ACCOUNTANTS
The financial statements of NationsBank Corporation are incorporated in this
Prospectus by reference to its Annual Report on Form 10-K for the year ended
December 31, 1997, in reliance on the report of Price Waterhouse LLP,
independent accountants. Price Waterhouse LLP gave this report on its authority
as experts in auditing and accounting.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Please keep in mind that the information delivered to you with this
Prospectus, as well as the annual, quarterly and special reports and other
information filed by BankAmerica with the Securities and Exchange Commission,
contain forward-looking statements which involve various uncertainties. These
uncertainties could cause actual BankAmerica results to be materially different
from the forward-looking statements. When reading any of these documents, you
should consider all of the risks and uncertainties that are discussed, and you
should not rely solely on forward-looking statements made by BankAmerica.
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Factors that could cause actual results to be materially different from
forward-looking statements include: (1) interest rate, market and monetary
fluctuations, (2) monetary and fiscal policies and laws, (3) inflation, (4)
general economic conditions, (5) competition and economic conditions in
BankAmerica regions and industries, (6) new products, (7) mergers and
acquisitions, and (8) the ability of BankAmerica to manage these and other
risks.
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