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. 1 )*
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Harbour Capital Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
411615107
------------------
(CUSIP Number)
December 31, 1998
--------------------------------------------------------
- ---
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-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. 411615107 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
480,000
OWNED BY
-----------------------------------------------
- ------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8
480,000
- ------------------------------------------------------------------
- -------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
480,000
- ------------------------------------------------------------------
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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 48.3%
- ------------------------------------------------------------------
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TYPE OF REPORTING PERSON*
12 HC
- ------------------------------------------------------------------
- -------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2
<PAGE>
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CUSIP NO. 411615107 13G
- ------------------------
- ------------------------------------------------------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NationsBank, N.A.
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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 480,000
SHARES -----------------------------------------------
- ------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY
-----------------------------------------------
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 480,000
PERSON -----------------------------------------------
- ------------
SHARED DISPOSITIVE POWER
WITH 8
- ------------------------------------------------------------------
- -------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 480,000
- ------------------------------------------------------------------
- -------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10
- ------------------------------------------------------------------
- -------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 48.3%
- ------------------------------------------------------------------
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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: Harbour Capital Corp.
(b) Address of Issuer's
Principal Executive 870 Greenbrier Circle
#400
Offices: Chesapeake, VA 23310
Item 2 (a) Names of Person Filing: BAC
NBNA
(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: 411615107
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)
(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
480,000
NBNA
480,000
________
* 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>
(b) Percent of Class:
BAC
48.2%
NBNA
48.2%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct
the vote:
BAC 0
NBNA
480,000
(ii) shared power to vote or to direct
the vote:
BAC 480,000
NBNA 0
(iii) sole power to dispose or to direct the
disposition of:
BAC 0
NBNA
480,000
(iv) shared power to dispose or to direct
the disposition of:
BAC
480,000
NBNA 0
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 [_].
Page 6
<PAGE>
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.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
[X] 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)).
[_] 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)).
Page 7
<PAGE>
SIGNATURE
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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: February 4, 1999
BANKAMERICA CORPORATION*
NATIONSBANK, N.A.*
*By: /s/ Stephen A Doyle
Vice President Corporate Compliance
Wealth Management Operations
(evidence of signing authority attached as Exhibits B and C)
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<PAGE>
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 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.
Date: February 4, 1999
BANKAMERICA CORPORATION*
NATIONSBANK, N.A.*
*By: /s/ Stephen A Doyle Corporate Compliance
Wealth Management Operations (evidence of signing authority
attached as Exhibits B and C)
Page 9
<PAGE>
Exhibit B
Excerpt from By-Laws of BAC
Article IX. Section 1. Execution of Instruments. All
agreements, indentures, mortgages, deeds, conveyances, transfers,
contracts, checks, notes, drafts, loan documents, letters of
credit, master agreements, swap agreements, guarantees,
certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified,
attested, delivered or accepted on behalf of the Corporation by
the Chairman of the Board, the Chief Executive Officer, the
President, any Vice Chairman, any Division President, any Managing
Director, any Vice President, any Assistant Vice President, or any
individual who is listed on the Corporation's Officer's payroll
file in a position equal to any of the aforementioned officer
positions, or such other officers, employees or agents as the
Board of Directors or any of such designated officers or
individuals may direct. The provisions of this Section 1 are
supplementary to any other provision of these Bylaws and shall not
be construed to authorize execution of instruments otherwise
dictated by law.
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<PAGE>
Exhibit C
Excerpt from By-Laws of NBNA
Section 6.2. Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers, contracts,
checks, notes, drafts, loan documents, letters of credit, master
agreements, swap agreements, guarantees of signatures,
certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified,
attested, delivered or accepted on behalf of the Association by
the Chairman of the Board, any Vice Chairman of the Board, the
President, any Vice President, any Assistant Vice President, or
any individual who is listed on the Association's Officer's
payroll file in a position equal to any of the aforementioned
officer positions, or such other officers, employees or agents as
the Board of Directors or any of such designated officers or
individuals may direct, or, if in connection with the exercise of
fiduciary powers of the Association, by those officers or by any
Trust Officer. The provisions of this Section 6.2 are
supplementary to any other provision of these Bylaws and shall not
be construed to authorize execution of instruments otherwise
dictated by law.
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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 NBNA.
(b) registered bank holding company
(c) 100 North Tryon Street, NationsBank Corporate Center
Charlotte, N.C. 28255
II. (a) NationsBank, N.A. ("NBNA") is a national banking
association organized under the laws of the United
States.
(b) national bank
(c) 110 South Tryon Street, NationsBank Corporate Center
Charlotte, N.C. 28255
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