<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1994
REGISTRATION NO. 33-56935
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BANKAMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6025 94-168731
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NO.)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION)
555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104, (415) 622-3530
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
CHERYL SOROKIN
EXECUTIVE VICE PRESIDENT AND SECRETARY
BANKAMERICA CORPORATION
BANK OF AMERICA CENTER
555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104
(415) 622-3530
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JEFFREY R. LAPIC TODD H. BAKER
BANK OF AMERICA NT & SA MORRISON & FOERSTER
LEGAL DEPARTMENT (3017) 345 CALIFORNIA ST.
555 CALIFORNIA STREET SAN FRANCISCO, CA 94104-2675
SAN FRANCISCO, CA 94104 (415) 677-7000
(415) 622-2189
WALTER K. HORN FRED B. WHITE, III
ARBOR NATIONAL HOLDINGS, INC. SKADDEN, ARPS, SLATE, MEAGHER & FLOM
333 EARLE OVINGTON BLVD. 919 THIRD AVENUE
UNIONDALE, NY 11553 NEW YORK, NY 10022
(516) 357-7400 (212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
23.4 Consent of Goldman, Sachs & Co.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA, ON DECEMBER 21,
1994.
BANKAMERICA CORPORATION
By: /s/ Terry Perucca
---------------------------------
TERRY PERUCCA
SENIOR VICE PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
CAPACITY DATE
-------- ----
Richard M. Rosenberg* Chairman of the
- ------------------------------------- Board and Chief
RICHARD M. ROSENBERG Executive Officer
(Principal
Executive Officer)
and Director
Lewis W. Coleman* Vice Chairman of the
- ------------------------------------- Board and Chief
LEWIS W. COLEMAN Financial Officer
(Principal
Financial Officer)
and Director
James A. Williams* Executive Vice
- ------------------------------------- President
JAMES A. WILLIAMS (Principal
Accounting Officer)
DIRECTORS:
JOSEPH F. ALIBRANDI* Director PHILIP M. HAWLEY* Director
JILL E. BARAD* Director FRANK L. HOPE, JR.* Director
PETER B. BEDFORD* Director IGNACIO E. LOZANO, JR.* Director
ANDREW F. BRIMMER* Director CORNELL C. MAIER* Director
RICHARD A. CLARKE* Director WALTER E. MASSEY* Director
TIMM F. CRULL* Director JOHN M. RICHMAN* Director
KATHLEEN FELDSTEIN* Director A. MICHAEL SPENCE* Director
DONALD E. GUINN* Director
A majority of the members of the Board of Directors
*By: /s/ Jeffrey R. Lapic
---------------------------------
Jeffrey R. Lapic, Attorney-In-Fact
Dated: December 21, 1994.
II-2
<PAGE>
EXHIBIT INDEX
23.4 Consent of Goldman, Sachs & Co.................................
<PAGE>
EXHIBIT 23.4
December 20, 1994
Board of Directors
Arbor National Holdings, Inc.
333 Earle Ovington Boulevard
Uniondale, New York 11553
Re: Registration Statement of BankAmerica Corporation on Form S-4 dated December
20, 1994 including the Proxy Statement/Prospectus of BankAmerica Corporation
and Arbor National Holdings, Inc.
Gentlemen and Madame:
Attached is our opinion letter, dated December 20, 1994, with respect to the
fairness to the holders of the outstanding shares of Common Stock, par value
$0.01 per share (the "Shares"), of Arbor National Holdings, Inc. (the "Company")
of the Exchange Ratio (as defined in the letter) of shares of Common Stock, par
value $1.5625 per share, of BankAmerica Corporation ("BankAmerica") to be
received for each Share in the proposed merger contemplated by the Agreement and
Plan of Merger dated as of September 23, 1994 and the Amendment to the Agreement
and Plan of Merger dated as of December 15, 1994 by and among BankAmerica, Bank
of America, FSB, a wholly-owned subsidiary of BankAmerica ("BAFSB"), AH
Acquisition Corp., a wholly-owned subsidiary of BAFSB, and the Company.
The foregoing opinion letter is solely for the information and assistance of the
Board of Directors of the Company in connection with its consideration of the
transaction contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the caption "Summary - Opinion of Arbor's Financial Advisor," "The
Merger - Opinion of Arbor's Financial Advisor" and "The Merger - Background of
the Merger" and to the inclusion of the foregoing opinion in the Proxy
Statement/Prospectus included in the above-mentioned Registration Statement. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
/s/ Goldman, Sachs & Co
