<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 33-51064
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 22, 1994)
$200,000,000
[LOGO OF BANKAMERICA CORPORATION
APPEARS HERE]
8.95% SUBORDINATED NOTES DUE NOVEMBER 15, 2004
------------
BankAmerica Corporation (the "Corporation") is offering $200,000,000
principal amount of its 8.95% Subordinated Notes Due November 15, 2004 (the
"Notes"). Interest on the Notes is payable on May 15 and November 15,
commencing May 15, 1995. The Notes are redeemable at the option of the
Corporation, in whole or from time to time in part, on any Interest Payment
Date on or after November 15, 1999 at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed plus interest accrued and unpaid
to the redemption date. The Notes are subordinate to all present and future
Senior Debt (as defined in the accompanying Prospectus) of the Corporation.
See "Description of Notes."
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes will be initially represented
by one or more global notes (the "Global Notes") registered in the name of a
nominee of The Depository Trust Company ("DTC"), as the depository, or other
depository. Beneficial interests in the Global Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. Except as provided herein, owners of beneficial interests in
the Global Notes will not be entitled to receive Notes in definitive form and
will not be considered owners or Holders thereof. See "Description of Notes--
Book-Entry System."
Settlement for the Notes will be made in immediately available funds. So
long as the Notes are represented by Global Notes registered in the name of
DTC or its nominee, the Notes will trade in DTC's Same-Day Funds Settlement
System, and secondary market trading activity for the Notes will therefore
settle in immediately available funds. So long as the Notes are represented by
Global Notes, all payments of principal and interest will be made in
immediately available funds. See "Description of Notes."
The Notes are not savings accounts, deposits or other obligations of any
bank or nonbank subsidiary of the Corporation and are not insured by the
Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other
governmental agency.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) CORPORATION (1)(3)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note 100.000% .391% 99.609%
- ---------------------------------------------------------------------------------------------
Total $200,000,000 $782,000 $199,218,000
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from November 14, 1994 to the date of
delivery.
(2) The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Corporation estimated to be
$200,000.
------------
The Notes are offered by the Underwriter, subject to prior sale, when, as
and if accepted by the Underwriter and subject to certain conditions. It is
expected that delivery of the Notes in book-entry form will be made through
the facilities of DTC, on or about November 14, 1994.
------------
SMITH BARNEY INC.
November 4, 1994
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
BANKAMERICA CORPORATION
The Corporation is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"), and was incorporated in the
State of Delaware in 1968. The Corporation's principal executive offices are
located at 555 California Street, San Francisco, California 94104 (telephone
(415) 622-3530).
Bank of America National Trust and Savings Association ("Bank of America")
became a subsidiary of the Corporation in 1969. Bank of America began business
in San Francisco, California, as Bank of Italy in 1904 and adopted its present
name in 1930.
On April 22, 1992, Security Pacific Corporation ("SPC") was merged with and
into the Corporation (the "SPC Merger"). SPC's principal subsidiary, Security
Pacific National Bank, was also merged with and into Bank of America on that
date.
The Corporation also owns all of the capital stock of Seafirst Corporation
("Seafirst"), a registered bank holding company, the principal asset of which
is the capital stock of Seattle-First National Bank ("SFNB"). SFNB is a
national banking association headquartered in the State of Washington. The
Corporation acquired Seafirst in 1983.
On August 31, 1994, the merger of Continental Bank Corporation
("Continental") with and into the Corporation (the "Continental Merger") was
consummated. Continental's principal subsidiary, Continental Bank, was renamed
Bank of America Illinois. The total amount of the Corporation's common stock
issued in connection with the Continental Merger was 21.5 million shares, which
included 11.8 million shares of treasury stock purchased in anticipation of the
merger at an average per-share price of $42.43. Based on the Corporation's
common stock closing price on January 27, 1994 (the last trading day before
announcement of the merger) of $45.75 per share, as reported on the New York
Stock Exchange composite transaction tape, the 21.5 million shares of the
Corporation's common stock issued was valued at $985 million. In addition, an
aggregate amount of approximately $950 million was paid in cash to Continental
common stockholders. Furthermore, each outstanding share of Continental's
Adjustable Rate Preferred Stock, Series 1 and Adjustable Rate Cumulative
Preferred Stock, Series 2 was converted upon consummation of the Continental
Merger into one share of the Corporation's Adjustable Rate Preferred Stock,
Series 1 and Adjustable Rate Cumulative Preferred Stock, Series 2,
respectively, having substantially the same terms. The Corporation's preferred
stock issued in connection with the Continental Merger was valued at $415
million based on market factors as of January 27, 1994. The Corporation has
announced that it will redeem all of the Adjustable Rate Cumulative Preferred
Stock, Series 2 on December 5, 1994.
Continental was a Delaware corporation organized in 1968 and was registered
as a bank holding company under the BHC Act and the Illinois Bank Holding
Company Act of 1957. Continental provided an extensive range of commercial
banking services, primarily in the Midwest, but also throughout the United
States and in various overseas markets. Through its subsidiaries, Continental
provided business financing, specialized financial and operating services, and
private banking services. Continental also engaged in equity finance and
investing, as both principal and arranger, and international trading.
Further information about the Continental Merger and about Continental and
its subsidiaries is contained in documents incorporated by reference herein.
See "Incorporation of Certain Documents by Reference" in the accompanying
Prospectus.
S-2
<PAGE>
In addition to the SPC Merger and the Continental Merger, the Corporation
expanded its presence in the western United States through several acquisitions
beginning in 1989. As of October 31, 1994, the Corporation's depository
subsidiaries operated retail branches in Alaska, Arizona, Hawaii, Idaho,
Nevada, New Mexico, Oregon and Texas, in addition to California and Washington.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Corporation including its
consolidated subsidiaries is computed by dividing earnings by fixed charges.
Earnings consist primarily of income (loss) before income taxes adjusted for
fixed charges. Fixed charges consist primarily of interest expense on short-
and long-term borrowings and one-third (the portion deemed representative of
the interest factor) of net rents under long-term leases.
The following table sets forth the ratio of earnings to fixed charges for the
Corporation and its consolidated subsidiaries for the periods indicated and
reflects the effects of the Continental Merger subsequent to its consummation
on August 31, 1994 and the effects of the SPC Merger subsequent to its
consummation on April 22, 1992.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------- ------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED CHARGES
Excluding interest on deposits.... 3.34 3.53 3.55 3.18 3.25 2.39 2.29
Including interest on deposits.... 1.77 1.78 1.79 1.53 1.34 1.22 1.23
</TABLE>
DESCRIPTION OF NOTES
The following is a brief description of the terms of the Notes. This
description does not purport to be complete, should be read in conjunction with
the statements under "Description of Debt Securities" in the accompanying
Prospectus and is subject to and qualified in its entirety by reference to the
Subordinated Indenture, dated as of November 1, 1991 (the "Indenture"), as
amended by a First Supplemental Indenture dated as of September 8, 1992 (the
"First Supplemental Indenture"), between the Corporation and Chemical Trust
Company of California (the "Trustee"). The Indenture and the First Supplemental
Indenture have been filed with the Securities and Exchange Commission as
exhibits to the Registration Statement.
GENERAL
The Notes offered hereby will mature on November 15, 2004 and are limited to
$200,000,000 aggregate principal amount. The Notes are redeemable prior to
maturity. See "Redemption" below.
The Notes will initially be represented by one or more Global Notes.
Beneficial interests in the Global Notes will be shown on, and transfers
thereof will be effected only through, records maintained by DTC's Participants
(as defined below). Except as provided herein, owners of beneficial interests
in the Global Notes will not be entitled to receive Notes in definitive form
and will not be considered owners or Holders thereof.
The Corporate Agency Service Center of Bank of America at 701 South Western
Avenue, Glendale, California 91201 (the "Paying Agent") will serve as Paying
Agent and Security Registrar.
The Notes will be unsecured subordinated obligations of the Corporation which
will rank pari passu with all other Subordinated Debt of the Corporation and,
together with such other Subordinated Debt, will be subordinate and junior in
right of payment to the prior payment in full of the Senior Debt of the
Corporation. As of September 30, 1994, the Corporation (the Parent) had
approximately $10.3 billion of Senior Debt outstanding. See "Description of
Debt Securities--Subordination" in the accompanying Prospectus.
S-3
<PAGE>
Because the Corporation is a holding company, the rights of the Holders of
the Notes to participate in the assets of any subsidiary upon such subsidiary's
liquidation or reorganization will be subject to the prior claims of such
subsidiary's creditors except to the extent that the Corporation may itself be
a creditor with recognized claims against the subsidiary. There are also
various legal limitations on the extent to which the Corporation's depository
subsidiaries may extend credit, pay dividends or otherwise supply funds to the
Corporation or various of its affiliates. See "BankAmerica Corporation" in the
accompanying Prospectus.
The Corporation may at any time purchase the Notes at any price in the open
market or otherwise. Notes so purchased by the Corporation may be held or
resold or, at the discretion of the Corporation, may be surrendered for
cancellation.
INTEREST
The Notes will bear interest from November 14, 1994 at 8.95% per annum
payable each May 15 and November 15, commencing May 15, 1995, and at maturity
or earlier redemption (each an "Interest Payment Date"). Each payment of
interest in respect of an Interest Payment Date shall include interest accrued
to but excluding such Interest Payment Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Any payment required to be
made on a date that is not a Business Day need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on such date, and no additional interest shall accrue as a result of
such delayed payment. "Business Day" means any day which is not a Saturday or
Sunday and which is not a legal holiday or a day on which banking institutions
or trust companies are authorized or obligated by law or executive order to be
closed in the Place of Payment. The Place of Payment will be, at the option of
the Corporation, either Glendale or Los Angeles, California, and will initially
be Glendale, California.
Interest payable and punctually paid or duly provided for on any Interest
Payment Date will be paid to the person in whose name a Note is registered at
the close of business on the May 1 or November 1 next preceding such Interest
Payment Date. See "Book-Entry System" below.
REDEMPTION
The Notes are redeemable at the option of the Corporation, in whole or from
time to time in part, on any Interest Payment Date on or after November 15,
1999 at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed plus interest accrued and unpaid to the redemption date. Notice
of redemption shall be given upon not less than 30 nor more than 60 days'
notice. If less than all of the Notes are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered Global
Notes which will be deposited with, or on behalf of, DTC, as depository, and
registered in the name of DTC's nominee. Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only by DTC to a nominee of
DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any
nominee to a successor depository or any nominee of such successor.
DTC has advised as follows: it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds securities that its
participants ("Participants")
S-4
<PAGE>
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
"Direct Participants" include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
Purchases of interests in the Global Notes under the DTC system must be made
by or through Direct Participants, which will receive a credit for such
interests on DTC's records. The ownership interest of each actual purchaser of
interests in the Global Notes ("Beneficial Owner") is in turn to be recorded on
the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Global Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Global Notes, except as described below.
To facilitate subsequent transfers, all Global Notes deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Notes with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the interests in the Global Notes;
DTC's records reflect only the identity of the Direct Participants to whose
accounts interests in the Global Notes are credited, which may or may not be
the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
interests in a Global Note are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such Global
Note to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts
interests in the Global Notes are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the Notes will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, the Paying
Agent, or the Corporation, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and interest to DTC
is the responsibility of the Corporation or the Paying
S-5
<PAGE>
Agent, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the
Notes at any time by giving reasonable notice to the Corporation or the Paying
Agent. Under such circumstances, in the event that a successor depository is
not obtained, definitive Note certificates are required to be printed and
delivered. The Corporation may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor depository).
Global Notes representing all but not part of the Notes offered hereby are
exchangeable for Notes in definitive form of like tenor and terms if (i) DTC
notifies the Corporation that it is unwilling or unable to continue as
depository for such Global Notes or if at any time DTC ceases to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as
amended, and the Corporation does not appoint a successor depository within 90
days of receipt by the Corporation of such notice or of the Corporation
becoming aware of such ineligibility or (ii) the Corporation executes and
delivers to the Trustee a Corporation Order that such Global Notes shall be
exchangeable. The Global Notes exchangeable pursuant to the preceding sentence
shall be exchangeable for Notes issuable in denominations of $1,000 and any
integral multiple thereof and registered in such names as DTC shall direct. In
the event of such exchange, interest and principal on the Notes will be payable
in the manner provided for Notes in definitive form. See "Description of Debt
Securities--Payments and Paying Agents" in the accompanying Prospectus.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Corporation believes to be reliable,
but the Corporation takes no responsibility for the accuracy thereof.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriter in immediately
available funds. So long as the Notes are represented by Global Notes, all
payments of principal and interest will be made by the Corporation in
immediately available funds.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, so long as the Notes
are represented by Global Notes registered in the name of DTC or its nominee,
the Notes will trade in DTC's Same-Day Funds Settlement System, and secondary
market trading activity in the Notes will therefore be required by DTC to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Notes.
EVENTS OF DEFAULT
The Notes will provide that an Event of Default will be limited to certain
events of bankruptcy of the Corporation, and there will be no right of
acceleration of the payment of principal of the Notes upon a default on the
payment of principal or interest on the Notes or in the performance of any
covenant or agreement in the Notes or in the Indenture, as amended.
S-6
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated November 4, 1994 (the "Underwriting Agreement"), the Corporation has
agreed to sell to Smith Barney Inc. (the "Underwriter"), and the Underwriter
has agreed to purchase, the entire $200,000,000 principal amount of Notes.
The Underwriting Agreement provides that the obligations of the Underwriter
to pay for and accept delivery of the Notes are subject to the approval of
certain legal matters by its counsel and to certain other conditions.
The Underwriter proposes to offer part of the Notes directly to the public at
the public offering price set forth on the cover page hereof and part to
certain dealers at a price that represents a concession not in excess of .350%
of the principal amount under the public offering price. The Underwriter may
allow, and such dealers may reallow, a concession not in excess of .250% of the
principal amount to certain other dealers.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Notes are a new issue of securities with no established trading market.
The Corporation has been advised by the Underwriter that it presently intends
to make a market in the Notes. The Underwriter is not obligated, however, to
make a market in the Notes, and any such market making may be discontinued at
any time at the sole discretion of the Underwriter. Accordingly, no assurance
can be given as to the liquidity of, or trading markets for, the Notes.
The Underwriter and its affiliates have in the past and may in the future
engage in transactions with and perform services for the Corporation or one or
more of its affiliates in the ordinary course of business.
S-7
<PAGE>
[RECYCLING LOGO APPEARS HERE]
<PAGE>
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION, OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE CORPORATION OR THE UNDERWRITER. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUN-
DER SHALL UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS ARE NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.
-------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
BankAmerica Corporation.................................................... S-2
Ratio of Earnings to Fixed Charges......................................... S-3
Description of Notes....................................................... S-3
Underwriting............................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
BankAmerica Corporation.................................................... 3
Ratio of Earnings to Fixed Charges......................................... 5
Use of Proceeds............................................................ 5
Description of Debt Securities............................................. 5
Description of Capital Securities.......................................... 17
Description of Preferred Shares............................................ 18
Description of Depositary Shares........................................... 25
Description of Common Stock................................................ 29
Description of Securities Warrants......................................... 31
Risk Factors Relating to the Currency Warrants............................. 34
Description of Currency Warrants........................................... 34
Plan of Distribution....................................................... 36
Legal Matters.............................................................. 37
Experts.................................................................... 37
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$200,000,000
[LOGO OF BANKAMERICA CORPORATION
APPEARS HERE]
8.95% SUBORDINATED NOTES DUE NOVEMBER 15, 2004
-------
PROSPECTUS SUPPLEMENT
November 4, 1994
(Including Prospectus
dated August 22, 1994)
-------
Smith Barney Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
