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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BA MERCHANT SERVICES, INC.
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
055239-10-7
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(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
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(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
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April 28, 1999
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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 Sections 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 8 Pages
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CUSIP No. 055239-10-7
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1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS: BankAmerica Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER
0 (see Item 4)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 32,400,000 (see Item 4)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 (see Item 4)
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
32,400,000 (see Item 4)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 32,400,000 (see Item 4)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 100%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO
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Page 2 of 8 Pages
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CUSIP No. 055239-10-7
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1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS: Bank of America National Trust and Savings Association
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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7 SOLE VOTING POWER
0 (see Item 4)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 32,400,000 (see Item 4)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 (see Item 4)
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
32,400,000 (see Item 4)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 32,400,000 (see Item 4)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 100%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BK
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Page 3 of 8 Pages
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This Amendment No. 2 to Schedule 13D is being filed jointly by Bank of
America National Trust and Savings Association and BankAmerica Corporation,
under Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended.
Amendment No. 2 to Schedule 13D
-------------------------------
The Reporting Persons, Bank of America National Trust and Savings
Association ("Bank of America") and BankAmerica Corporation ("BankAmerica"),
hereby amend and supplement the Schedule 13D filed on October 30, 1998 (the
"Original Statement") and Amendment No. 1 thereto filed on December 23, 1998
("Amendment No. 1", and together with the Original Statement, the "Amended
Statement") with regard to BA Merchant Services, Inc. (the "Issuer") for the
purpose of amending Items 4 and 5 of the Amended Statement.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Statement is hereby amended and restated in its
entirety to read as follows:
On December 22, 1998, BankAmerica and the Issuer announced the signing
of a definitive merger agreement, pursuant to which a merger involving the
Issuer would occur (the "Merger") in which each outstanding share of the
Issuer's common stock other than the shares owned by BankAmerica and its
affiliates would be converted into the right to receive a cash payment equal to
$20.50 per share, without interest.
The Merger was approved by the Board of Directors of BankAmerica and a
merger subsidiary thereof and by the Board of Directors of the Issuer. The Board
of Directors of the Issuer took such action in accordance with the
recommendation of a Special Committee of such Board, which consisted of Messrs.
Donald R. Dixon, William E. Fisher and Hatim Tyabji, members of the Board of
Directors of the Issuer who are independent of BankAmerica and its affiliates
(the "Special Committee"). The Special Committee was established to review and
evaluate the advisability of a previous proposal made by BankAmerica on October
22, 1998 and was advised by an independent financial advisor, Credit Suisse
First Boston Corporation, and independent legal counsel.
On April 28, 1999, at a special meeting of the stockholders of the
Issuer, the Merger was approved by the affirmative vote of a majority of the
outstanding shares of the Class A Common Stock and Class B Common Stock, voting
as a single class. Consummation of the Merger occurred effective as of 5:01 p.m.
(Pacific Time) on April 28, 1999. See Item 5. As a result of the consummation of
the Merger, the Issuer has become a wholly owned subsidiary of Bank of America.
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 THE SECURITIES OF THE ISSUER.
Prior to the consummation of the Merger, Bank of America was 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 March 26, 1999.
Shares of Class B Common Stock were convertible into an equal number of shares
of Class A Common Stock upon the occurrence of certain events, as
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described in the Issuer's Certificate of Incorporation. Thus, Bank of America
may have been deemed for reporting purposes to beneficially own 32,400,000
shares of Class A Common Stock of the Issuer. Prior to the consummation of the
Merger, Bank of America's ownership of Class B Common Stock represented
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. For reporting purposes, BankAmerica may have been deemed the
beneficial owner of the shares owned by Bank of America.
Upon the consummation of the Merger, each outstanding share of the
Issuer's common stock, other than the shares owned by BankAmerica and its
affiliates, was converted into the right to receive a cash payment equal to
$20.50, without interest, and the shares owned by BankAmerica and its affiliates
were converted into 100 shares of common stock of the surviving corporation,
which constitutes all of the issued and outstanding shares of such corporation.
As a result of the Merger, the Issuer's Class A Common Stock will cease to be
quoted on the New York Stock Exchange and the Issuer will no longer be required
to file periodic reports with the Commission. On April 28, 1999, the Issuer and
BankAmerica issued a press release announcing the consummation of the Merger. A
copy of such press release is set forth in Exhibit 99.1 and incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1: Press Release dated April 28, 1999.
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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: April 28, 1999.
BANKAMERICA CORPORATION
By /s/ Barry L. Pyle
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Barry L. Pyle
Executive Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ Barry L. Pyle
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Barry L. Pyle
Executive Vice President
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EXHIBIT 99.1
News Release
April 28, 1999
Contacts: Media: Dennis Wyss, Bank of America (415) 622-3010
Investors: Vince Barella, BA Merchant Services, Inc. (415) 241-7732
BA MERCHANT SERVICES, INC. STOCKHOLDERS
APPROVE MERGER WITH BANK OF AMERICA
SAN FRANCISCO, Apr. 28, 1999 - BankAmerica Corporation ("BankAmerica") and
BA Merchant Services, Inc. ("BAMS") announced today the approval by the holders
of a majority of the outstanding common stock of BAMS of the Agreement and Plan
of Merger dated December 22, 1998 among BankAmerica, BAMS and BAMS Acquisition
Corporation. The Merger became effective as of 5:01 p.m. (Pacific Time) today.
As a result, BAMS has become a wholly owned subsidiary of Bank of America
National Trust and Savings Association, and each outstanding share of BAMS
common stock (other than the shares owned by BankAmerica), has been converted
into the right to receive a cash payment equal to $20.50 per share, without
interest. "We're now in a better position to provide Bank of America's full
range of products and services to merchants from coast to coast," said Sharif
Bayyari, President and Chief Executive Officer of BAMS.
The Class A Common Stock of BAMS (NYSE: BPI) will no longer be traded on
the New York Stock Exchange.
BAMS provides a range of payment processing and related information
products and services to merchants who accept credit, charge and debit cards as
payments for goods and services throughout the United States. BAMS is the
exclusive provider of merchant processing services for Bank of America. BAMS is
the fifth-largest processor of merchant credit transactions and one of the
largest processors of debit card transactions in the United States.
BankAmerica, with $614 billion in total assets, is the largest bank in
the United States. It has full service operations in 22 states and the District
of Columbia and provides financial products and services to 30 million
households and two million
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businesses, as well as providing international corporate financial services for
business transactions in 190 countries. BankAmerica stock (NYSE: BAC) is listed
on the New York, Pacific and London stock exchanges and certain shares are
listed on the Tokyo Stock Exchange.
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