SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
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. 3)*
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Precision Standard, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74032720.0
------------------
(CUSIP Number)
December 10, 1998
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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:
[X] Rule 13d-1(b)
[ ] Rule 13d-(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. 74032720.0 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) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
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SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------
- ------------
SHARED VOTING POWER
BENEFICIALLY 6
349,836
OWNED BY
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- ------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8
349,836
- ------------------------------------------------------------------
- --------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
349,836
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10
- ------------------------------------------------------------------
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.80%
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TYPE OF REPORTING PERSON*
12 HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2
<PAGE>
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CUSIP NO. 74032720.0 13G
- -------------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America NT&SA
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a) [_]
(b) [_]
- ------------------------------------------------------------------
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SEC USE ONLY
3
- ------------------------------------------------------------------
- --------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------
- ------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 349,836
-----------------------------------------------
- ------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8
349,836
- ------------------------------------------------------------------
- --------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 349,836
- ------------------------------------------------------------------
- --------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10
- ------------------------------------------------------------------
- --------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 8.80%
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TYPE OF REPORTING PERSON*
12 BK
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3
<PAGE>
Item 1 (a) Name of Issuer: Precision Standard, Inc.
(b) Address of Issuer's 1225 17th Street, Suite
1800
Principal Executive Denver, CO 80202
Offices:
Item 2 (a) Names of Person Filing: BankAmerica Corporation
("BAC")
Bank of America NT&SA
("BANTSA")
(b) Address of Principal (For BAC)
Business Offices: 100 North Tryon St.
Charlotte, NC 28255
(BANTSA)
555 California St.
San Francisco, CA 94104
(c) Citizenship: BAC is organized under
the laws of
Delaware. BANTSA is a
national banking
association organized
under the laws
of the United States.
(d) Title of Class of Common Stock
Securities:
(e) CUSIP Number: 74032720.0
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) [X] 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)
Page 4
<PAGE>
(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) [X] A parent holding company or control person
in accordance
with (S)240.13d-1(b)(ii)(G) (Note: See Item 7)
(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. [_]
Item 4 Ownership*
(a) Amount Beneficially Owned:
BAC
349,836 BANTSA
349,836
(b) Percent of Class:
BAC
8.80%
BANTSA
8.80%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the
vote:
BAC
0
BANTSA
0
(ii) shared power to vote or to direct
the vote:
BAC
349,836
BANTSA
349,836
________
* 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.
BankAmerica Corporation is the parent of the Bank. See Exhibit
B.
Page 5
(iii) sole power to dispose or to direct the
disposition of:
BAC
0
BANTSA
0
(iv) shared power to dispose or to direct
the disposition of:
BAC
349,836
BANTSA
349,836
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 Item 2. BAC is a registered bank holding company.
BANTSA is a
bank as defined in Section 3(a)(6) of the Act, and is
a wholly-
owned subsidiary of BAC.
Item 8 Identification and Classification of Members of the
Group.
Not Applicable.
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.
Page 6
After reasonable inquiry and to the best of my knowledge and
belief, the
undersigned certify that the information set forth in this
statement is true,
complete and correct.
Dated: December 10, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
____________________________
*By: /s/ SATISH PATTEGAR
Satish Pattegar
Senior Vice President
Corporate Compliance
BankAmerica Corporation
Page 7
EXHIBIT A
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JOINT FILING AGREEMENT
----------------------
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 neither 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: December 10, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
_________________________
*By: /s/ SATISH PATTEGAR
Satish Pattegar
Senior Vice President
Corporate Compliance
BankAmerica Corporation
Page 8
Exhibit B
BankAmerica Corporation is the parent of the Bank. The Bank
acquired a warrant in connection with certain loan facilities
extended by the Bank to the issuer in 1988. The warrant, as
amended as of December 31, 1996, permits the Bank to purchase from
the issuer 4,215,753 shares of the issuer's Common Stock at an
aggregate purchase price of $0.237205492 per share, subject to
certain adjustments for changes in the Company's Common Stock and
for dilutive issuances dating back to 1988. The issuer is
required to repurchase the Warrant over a period of six quarters
beginning August 31, 1997 with cash or by the issuance of Common
Stock with a value equal to the redemption price. The redemption
price for three-eighths of the total Shares which was due on
August 31, 1997, and all future installments is the higher of (i)
$1.1135 per Share, such amount being equal to the difference
between the exercise price and the average market price of the
Common Stock for the 30 trading days following the date which was
15 trading days prior to the date the issuer filed its financial
results for the third quarter of 1996 and the exercise price, or
(ii) the difference between the exercise price and the average
market price of the Common Stock for the 25 trading days preceding
the date which is five trading days prior to the date on which the
redemption is actually paid. In addition, interest accrues on the
unpaid installments in the form of cash and shares of Common
Stock. The amount of interest is equal to the sum of (i) $75,000
in cash (or the number of shares which is the result of dividing
$75,000 by the average market price of the Common Stock for the 25
trading days immediately preceding the date which is five trading
days prior to August 31, 1997, or $1.4537 per share), payable
immediately, plus (ii) .0004 of a share of Common Stock per
unredeemed Warrant share per day from the respective installment
date until the redemption is made. Such interest is paid
quarterly 10 days after the last day of each calendar quarter.
Such interest may be paid in the form of Common Stock only if such
stock is then registered and freely tradable; otherwise, the cash
equivalent must be paid, calculated as the market value of the
stock as of the last day of the calendar quarter. On April 15,
1998, the issuer split its common stock 4-for-1, resulting in a
decrease in amounts previously reported for the Bank's common
shares and warrants, respectively, from 2,169,730 to 542,433
shares, and from 1,580,908 to 395,227 warrants.
The second installment of shares in the redemption procedure was
received by the Bank on February 9, 1998.
The third installment of shares in the redemption procedure was
received by the Bank on May 6, 1998. The Bank sold 270,000 shares
in open market transactions on May 19, 1998.
The Bank sold 270,000 shares in an open market transaction on May
19, 1998. The Bank sold 5,000 shares and 4,000 shares in open
market transactions on, respectively, May 28 and 29, 1998.
On November 4, 1998, the Bank received its fifth and final
installment of shares. This installment consisted of 98,818 shares
which increased common stock holdings to 412,336 shares. The
warrant position is now zero (-0-). Also in November, the Bank
sold a total of 62,500 shares in four separate open market
transactions (12,000 Nov. 12th, 37,500 Nov.13th, 10,500 Nov.18th,
and 2,500 Nov. 19th). The current position as of November 30,
1998 is 349,836 Shares.
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