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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998 - Commission File Number 1-6523
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BankAmerica Corporation
(Exact name of registrant as specified in its charter)
Delaware 56-0906609
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(State of incorporation) (IRS Employer Identification No.)
Bank of America Corporate Center
Charlotte, North Carolina 28255
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(Address of principal executive offices) (Zip Code)
704/386-5000
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(Registrant's telephone number, including
area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
<S> <C>
Common Stock New York Stock Exchange
London Stock Exchange
Pacific Stock Exchange
Tokyo Stock Exchange
7 3/4% Debentures, due 2002 American Stock Exchange
9 7/8% Subordinated Notes, due 2001 New York Stock Exchange
8 1/2% Subordinated Notes, due 2007 New York Stock Exchange
10 7/8% Subordinated Notes, due 2003 New York Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or in any amendment to
this Form 10-K. [ ]
The aggregate market value of the registrant's common stock held by
non-affiliates is approximately $126,732,283,000 (based on the March 15, 1999,
closing price of such common stock of $73.75 per share). As of March 15, 1999,
there were 1,739,020,301 shares of the registrant's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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<CAPTION>
Document of the Registrant Form 10-K Reference Location
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Portions of the 1999 Proxy Statement PART III
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<PAGE>
INFORMATION INCLUDED IN THE REPORT
The Annual Report on Form 10-K for the year ended December 31, 1998 and
filed with the Securities and Exchange Commission on March 22, 1999, is amended
to reflect a change on the Report of Management, Item 8 on page 50.
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Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Management
The management of BankAmerica Corporation is responsible for the
preparation, integrity and objectivity of the consolidated financial statements
of the Corporation. The consolidated financial statements and notes have been
prepared by the Corporation in accordance with generally accepted accounting
principles and, in the judgment of management, present fairly the Corporation's
financial position and results of operations. The financial information
contained elsewhere in this report is consistent with that in the consolidated
financial statements. The financial statements and other financial information
in this report include amounts that are based on management's best estimates
and judgments giving due consideration to materiality.
The Corporation maintains a system of internal accounting controls to
provide reasonable assurance that assets are safe-guarded and that transactions
are executed in accordance with management's authorization and recorded
properly to permit the preparation of consolidated financial statements in
accordance with generally accepted accounting principles. Management recognizes
that even a highly effective internal control system has inherent risks,
including the possibility of human error and the circumvention or overriding of
controls, and that the effectiveness of an internal control system can change
with circumstances. However, management believes that the internal control
system provides reasonable assurance that errors or irregularities that could
be material to the consolidated financial statements are prevented or would be
detected on a timely basis and corrected through the normal course of business.
As of December 31, 1998, management believes that the internal controls are in
place and operating effectively.
The Internal Audit Division of the Corporation reviews, evaluates,
monitors and makes recommendations on both administrative and accounting
control, which acts as an integral, but independent, part of the system of
internal controls.
The independent accountants were engaged to perform an independent audit
of the consolidated financial statements. In determining the nature and extent
of their auditing procedures, they have evaluated the Corporation's accounting
policies and procedures and the effectiveness of the related internal control
system. An independent audit provides an objective review of management's
responsibility to report operating results and financial condition. Their
report appears on page 51.
The Board of Directors discharges its responsibility for the Corporation's
consolidated financial statements through its Audit Committee. The Audit
Committee meets periodically with the independent accountants, internal
auditors and management. Both the independent accountants and internal auditors
have direct access to the Audit Committee to discuss the scope and results of
their work, the adequacy of internal accounting controls and the quality of
financial reporting.
/s/ Hugh L. McColl Jr. /s/ James H. Hance Jr.
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Hugh L. McColl Jr. James H. Hance Jr.
Chairman of the Board and Vice Chairman and
Chief Executive Officer Chief Financial Officer
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment to its Annual Report on Form 10-K
for the year ended December 31, 1998 to be signed on its behalf by the
undersigned, thereunto duly authorized.
BANKAMERICA CORPORATION
Date: March 23, 1999
By: /s/ MARC D. OKEN
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Marc D. Oken
Executive Vice President and
Principal Financial Executive
(Principal Accounting Officer)
