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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
A Pea in the Pod
- ------------------------------------------------------------------------------
(Name of Issuer)
Common
- ------------------------------------------------------------------------------
(Title of Class of Securities)
001936103
-----------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
SEC 1745 (10-88)
Page 1 of 8 Pages
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- -----------------------
CUSIP NO. 001936103 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
95-1681731
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
328,690
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
328,690
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
328,690
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
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- -----------------------
CUSIP NO. 001936103 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Small Business Investment Company of California
#95-6016836
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
328,690
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
328,690
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
328,690
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IV
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 8 pages
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SCHEDULE 13G
------------
Item 1(a) Name of Issuer: A Pea in the Pod
(b) Address of Issuer's 2800 West Story Road
Principal Executive Offices: Suite 100
Irving, Texas 75038-0972
Item 2(a) Names of Persons Filing: BankAmerica Corporation ("BAC")
First Small Investment Company
of California ("FSBIC")
(b) Addresses of Principal (For both persons filing)
Business Offices: BankAmerica Corporation
555 California Street
San Francisco, CA 94104
(c) Citizenship: BAC is organized under the laws of
Delaware. FSBIC is organized under
the laws of California.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 001936103
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [X] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
(g) [X] Parent Holding Company, in accordance with
(S)240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Page 4 of 8 Pages
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Item 4 Ownership
(a) Amount Beneficially Owned:
BAC 328,690
FSBIC 328,690
(b) Percent of Class:
BAC 8.1%
FSBIC 8.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
BAC -0-
FSBIC -0-
(ii) shared power to vote or direct the vote:
BAC 328,690
FSBIC 328,690
(iii) sole power to dispose or direct
the disposition of:
BAC -0-
FSBIC -0-
(iv) shared power to dispose or to
direct the disposition of:
BAC 328,690
FSBIC 328,690
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
the Subsidiaries Which Acquired
the Security Being Reported on by
the Parent Holding Company.
FSBIC of California is a California
corporation and a wholly-owned subsidiary
of BAC. FSBIC is classified as an Investment
Company registered under Section 8 of the
Investment Company Act.
Item 8 Identification and Classification
of Members of the Group. See Item 7.
Item 9 Notice of Dissolution of Group. Not applicable.
Page 5 of 8 Pages
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Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Page 6 of 8 Pages
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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.
BankAmerica Corporation
Dated: February 11, 1994 By /s/ CHERYL A. SOROKIN
----------------------------
Cheryl A. Sorokin
Executive Vice President and
Secretary
Page 7 of 8 Pages
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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.
First Small Business Investment
Company of California
Dated: February 11, 1994 By /s/ HOWARD PETERSON
------------------------------
Howard Peterson
Vice President
Page 8 of 8 Pages
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Board of Directors November 1, 1993
BankAmerica Corporation
BANKAMERICA CORPORATION
GENERAL OPERATING AND BORROWING RESOLUTION
------------------------------------------
The Board of Directors of BankAmerica Corporation ("BAC") authorizes and
determines:
1. Any two BAC officers listed below under the designation "Group 1" (the
"Officers"):
GROUP 1
-------
the Chairman of the Board
the Chief Executive Officer
the President
any Vice Chairman of the Board
any Vice Chairman
the Chief Financial Officer
the Treasurer
the Financial Controller
any Executive Vice President
any Senior Vice President
any Vice President
the Secretary
or any one of such Officers in conjunction with any one of the BAC officers
listed below under the designation "GROUP 2":
GROUP 2
-------
any Assistant Treasurer
any Assistant Secretary
any Assistant Vice President
be, and hereby are, authorized to make, execute, deliver, amend and terminate,
in the name and on behalf of BAC, any and all such contracts, instruments,
documents and agreements, and to perform any and all such acts, in the name and
on behalf of BAC, as are deemed by such Officers to be desirable in connection
with any of the activities set forth below; provided, however, that the opening
of any account described in subparagraph (a) of this paragraph 1 requires the
signature of a Vice Chairman or above; and provided, further, that any contract,
instrument, document or agreement for any borrowing described in subparagraph
(b) of this paragraph 1 requires the signature of the Treasurer or an Assistant
Treasurer in addition to one other officer listed in GROUP 1 or 2 above, as the
case may be; and provided, further, that notes representing commercial paper
need be signed only by the Treasurer or an
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Assistant Treasurer. The execution of any contract, instrument, document or
agreement by one or more Officers thereunto duly authorized by the foregoing
shall be conclusive evidence, between any party to whom it is delivered and BAC,
of the determination and approval by BAC of the matters described therein and of
the transaction undertaken thereby, unless such party has previously received
written notice of the revocation of this resolution.
(a) Establishment and use of accounts
---------------------------------
where any Officer deems it desirable for the operations of BAC, to
establish and maintain with Bank of America National Trust and Savings
Association and any other banks, checking, time deposit, and other bank
accounts, upon such terms and conditions as may be agreed upon with such banks;
to execute, endorse or deliver on behalf of BAC, remittances, checks, drafts or
other requests for withdrawal, transfer or deposit of funds from or to any of
such bank accounts as shall be maintained in the name of BAC, and any bank
maintaining any such account is hereby authorized and directed to honor
remittances, checks, drafts or other requests for withdrawal, transfer or
deposit of funds from or to any such account by or from such Officers;
(b) Borrowing
---------
to borrow, in each case for an original term not exceeding nine months,
from banks and other lenders, including subsidiaries of BAC, from time to time,
such sums of money as may be deemed desirable for BAC to conduct its general
business affairs and to grant security interests in existing and future assets
of BAC to assure repayment of such indebtedness; provided that no such borrowing
shall be permitted if, by reason of such new borrowing and after giving effect
thereto, the aggregate amount of all borrowings of BAC having at their inception
a term of nine months or less, other than such borrowings from subsidiaries of
BAC, but including borrowings through the issuance of commercial paper pursuant
to subparagraph (c) of this paragraph 1, would exceed the sum of SIX BILLION
DOLLARS ($6,000,000,000);
In computing compliance with the foregoing limitation:
(i) Borrowings subject to such limitation which are expressed in foreign
currencies shall be valued in U.S. dollars at least monthly, and the
most recent valuation shall govern the determination whether any
additional borrowing complies with such limitation;
(ii) Obligations of BAC arising out of the issuance of travelers cheques,
official checks and money orders, offered to the public as instruments
of
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funds transmission and not bearing interest, are not subject to the
foregoing limitation, nor shall they be included in computing
compliance therewith; and
(iii) Lines of credit or other commitments to lend obtained by BAC shall not
be deemed borrowings except to the extent actually drawn upon or
otherwise used;
If an express written determination is made by the person or persons thereunto
duly authorized by paragraph 11 of the Resolution re Senior and Subordinated
Debt adopted by this Board on November 1, 1993, or any resolution amending or
superseding such resolution (the "Senior and Subordinated Debt Resolution"),
that any proposed borrowings of BAC having at their inception a term of one
month or more but not more than nine months are to be carried out in accordance
with and subject to the requirements of the Senior and Subordinated Debt
Resolution (whether or not the indebtedness represented by any such borrowings
is of a kind generally covered by this subparagraph), BAC's aggregate liability
for the amount of all such borrowings shall not be counted against the foregoing
limitation. In the absence of any such express written determination, BAC's
aggregate liability for the amount of all such borrowings shall be counted
against the foregoing limitation;
(c) Commercial paper
----------------
subject to the limitation in subparagraph (b) of this paragraph 1, to issue
and sell commercial paper in amounts deemed desirable by any Officer, in
compliance with all applicable laws and regulations of governmental agencies,
such commercial paper to be issued in the form of unsecured negotiable
promissory notes (or in the form of book entries containing all of the
information necessary for the completion and delivery of such notes), each note
or book entry to be in an amount of at least ONE HUNDRED THOUSAND DOLLARS
($l00,000), with maturities not to exceed nine months from the date of issue,
and at such rate or rates of interest, at such time or times, upon such other
terms and conditions as shall be determined, and under such agreement or
agreements or pursuant to such arrangements deemed desirable, by any Officer, in
view of BAC's financial requirements; and, without limiting the generality of
the foregoing authorization, (l) to enter into agreements or arrangements with
Bank of America NT&SA, BA Securities, Inc. or any other banks or entities
providing for the issuing, safekeeping, completion, countersignature, and
delivery of BAC's commercial paper, and (2) to enter into agreements or
arrangements for backup lines of credit for commercial paper; provided that
borrowings
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under any such committed lines of credit shall be subject to the limitation on
borrowings set forth in subparagraph (b) of this paragraph 1, but the unused
amounts of credit under such lines shall not be deemed a borrowing subject to
such limitation;
(d) Travelers cheques, official checks and money orders
---------------------------------------------------
in addition to and independent of the borrowing authorized in subparagraph
(b) of this paragraph 1 and commercial paper issuance authorized in
subparagraph (c) of this paragraph 1, to issue travelers cheques, official
checks and money orders, offered to the public as instruments of funds
transmission and not bearing interest, subject to compliance with all
applicable laws and regulations of governmental agencies and, without
limiting the generality of the foregoing authorization, to enter into
agreements or arrangements with BA Cheque Corporation and any other
entities providing for the offering, delivery and servicing of BAC's
travelers cheques, official checks and money orders;
(e) Extending credit
----------------
to extend credit to subsidiaries and, to the extent permitted to BAC under
applicable laws, to affiliates of BAC in amounts and on terms deemed desirable
by any Officer;
(f) Powers of attorney
------------------
to grant such powers of attorney, proxies, and other agency powers to such
persons and on such terms as are deemed desirable by any Officer for carrying on
the business and affairs of BAC, including, without limiting the generality of
the foregoing authorization, all contracts and documents of any sort relating
to: applications to and negotiations with any and all governmental entities and
agencies in the United States and abroad for the purpose of obtaining the
necessary permits or approvals for operations of BAC anywhere in the world; the
commencement and prosecution or defense of proceedings on behalf of and against
BAC before courts, administrative tribunals, boards of arbitrators, and similar
entities, and the compromise or settlement of the same; the voting of voting
securities and other voting interests which may be held in corporations and
other entities by BAC; and applications for letters patent, trademarks,
copyrights, service marks, and similar matters on behalf of BAC;
(g) Service agreements
------------------
to enter into service agreements, on terms deemed desirable by any Officer,
with its direct or indirect subsidiaries, including Bank of America NT&SA, any
other banks, persons, firms, corporations and other entities whereunder
personnel and facilities
4
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will be made available by or to BAC;
(h) Interests in real or personal property
--------------------------------------
to purchase, accept, lease, sell, transfer, grant, license, release and
encumber interests, whether as security or otherwise, which BAC has or may by
such means acquire in real or personal property, whether standing in the name of
BAC as owner, as the holder of any security interest, or in any other capacity;
and, without limiting the generality of the foregoing authorization, to take all
actions and execute and deliver all documents, notices, designations,
appointments, substitutions and instructions regarding such real or personal
property, or relating thereto;
(i) General power to contract
-------------------------
in addition to the authority in subparagraphs (a) through (h) of this
paragraph 1, and whether or not of a kind generally covered therein, to enter
into contracts of any kind or character, conveyances or leases of real or
personal property, licensing agreements, contracts and agreements providing for
services to be rendered by, to or for BAC, and to execute and deliver
instruments, documents, agreements, contracts and other writings affecting in
any way any real or personal property and interests therein and contract rights
and obligations, now or hereafter owned by or standing in the name of BAC.
2. Any one BAC officer listed above under either the designation GROUP 1
or GROUP 2, or any member of the Legal Department of Bank of America NT&SA
holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as are deemed desirable by such officer or attorney in
connection with BAC's activities or affairs.
3. This resolution revokes and supersedes the General Operating and
Borrowing Resolution adopted by this Board on May 21, 1992.
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CERTIFICATE
I, CHERYL SOROKIN, the Secretary of BankAmerica Corporation, a Delaware
corporation, having its principal place of business in the City and County of
San Francisco in the State of California, certify that the foregoing is a
correct copy of a resolution adopted by the Board of Directors at a meeting held
in accordance with the bylaws on November 1, 1993. This resolution is still in
effect.
/s/ CHERYL SONOKIN
--------------------------------------
Secretary
BANKAMERICA CORPORATION
Dated: January 19, 1994
------------------
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First Small Business Investment Company of California
Board of Directors October 22, 1992
GENERAL OPERATING RESOLUTION
----------------------------
1. This board authorizes any two of the following officers of this
corporation, acting jointly:
the Chairman of the Board
the President
the Treasurer
any Vice President
to make, execute and deliver for and on behalf of this corporation, without
limitation as to amount, all contracts, documents, instruments, and agreements
of any kind or character, affecting any real or personal property, tangible or
intangible, choate or inchoate, or any interest therein now or hereafter owned
or thereby acquired by or standing in the name of this corporation, or
obligating this corporation in any way, including but not limited to bills of
sale, contracts of purchase or sale, contracts for services to be performed or
received, mortgages, deeds of trust, deeds, licenses, leases, bonds, pledges,
certificates, guaranties, security agreements or indentures, whether said
property stands in the name of this corporation as owner, trustee, or otherwise.
2. This board authorizes any one of the officers listed above, acting
alone, or any two of the following officers of this corporation, acting jointly:
any Assistant Vice President
the Secretary
to make, execute and deliver for and on behalf of this corporation all of the
aforementioned contracts, documents, instruments or agreements involving amounts
exceeding $1,000, as reasonably determined by such officer or officers.
3. This board authorizes any one of the officers listed in paragraph #1
or paragraph #2 of this resolution, acting alone, to make, execute and deliver
for and on behalf of this corporation all of the aforementioned contracts,
documents, instruments or agreements involving amounts not exceeding $1,000, as
reasonably determined by such officer.
<PAGE>
4. This board authorizes any officer of this corporation, or any
attorney in the Legal Department of Bank of America NT&SA with the title of
counsel or a title senior thereto to sign registrations, reports, certificates,
applications and other writings on behalf of this corporation for submission to
or filing with any federal, state, local or foreign regulatory authorities, and
any amendments, withdrawals, or terminations thereof, as the officer or attorney
deems appropriate.
C E R T I F I C A T I O N
I, Janice D. Eastridge, an Assistant Secretary of First Small Business
Investment Company of California, a California corporation having its principal
place of business in the City of Costa Mesa in the State of California, certify
that the foregoing is a correct copy of a resolution adopted by the board of
directors of this corporation in accordance with the bylaws at a meeting held on
October 22, 1992. This resolution is still in effect and has not been amended.
/s/ JANICE D. EASTRIDGE
-----------------------------------------------------
Janice D. Eastridge, Assistant Secretary
First Small Business Investment Company of California
Dated: January 19, 1994
2
