<PAGE>
------------------------------
OMB APPROVAL
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Expires: August 31, 1991
Estimated average burden
hours per response . . . 14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
------------
Hawaiian Airlines (HAL), Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
404073108
-----------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (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 12 Pages
<PAGE>
- -----------------------
CUSIP NO. 404073108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
#94-1681731
- ------------------------------------------------------------------------------
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
1,076,324
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,075,268
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,076,324
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
15.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 12 pages
<PAGE>
- -----------------------
CUSIP NO. 404073108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America NT & SA
94-1687665
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,075,268
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,075,268
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,075,268
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
15.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 12 pages
<PAGE>
- -----------------------
CUSIP NO. 404073108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America, F.S.B.
#93-1037528
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,056
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,056
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
NOT APPLICABLE
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
00
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 12 pages
<PAGE>
SCHEDULE 13G
Item 1. Security and Issuer
-------------------
(a) Name of Issuer: Hawaiian Airlines (HAL), Inc.
(b) Address of Issuer's Principal Executive Offices:
1164 Bishop Street, Honolulu, Hawaii 96813
Item 2. Identity and Background
-----------------------
Item 2(a) Names of Persons Filing: BankAmerica Corporation
Bank of America NT&SA
Bank of America, F.S.B.
(b) Addresses of Principal BankAmerica Corporation
Business Offices: Bank of America NT&SA
555 California Street
San Francisco, CA 94104
Bank of America, F.S.B.
121 S.W. Morrison St.
Portland, OR 97204
(c) Citizenship: BankAmerica Corporation is organized
under the laws of Delaware. Bank of
America NT&SA and Bank of America,
F.S.B. are organized under the laws of
the United States of America.
(d) Title of Class of Securities: Common
(e) CUSIP Number: 404073108
Item 3. Nature of Reporting Person
--------------------------
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) [X] 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) [ ] Investment Company registered under section 8 of the Investment
Company Act
Page 5 of 12 Pages
<PAGE>
(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)
Item 4. Ownership
(a) Amount Beneficially Owned:
BankAmerica Corporation 1,076,324
Bank of America NT&SA 1,075,268
Bank of America, F.S.B. 1,056
(b) Percent of Class:
BankAmerica Corporation 15.1%
Bank of America NT&SA 15.1%
Bank of America, F.S.B. 0%
(c) Number of shares as to which such
person has:
(i) sole power to vote or direct the vote:
BankAmerica Corporation 0
Bank of America NT&SA 0
Bank of America, F.S.B. 0
(ii) shared power to vote or direct the vote:
BankAmerica Corporation 1,076,324
Bank of America NT&SA 1,075,268
Bank of America, F.S.B. 1,056
(iii) sole power to dispose or direct
the disposition of:
BankAmerica Corporation 0
Bank of America NT&SA 0
Bank of America, F.S.B. 0
(iv) shared power to dispose or to
direct the disposition of:
BankAmerica Corporation 1,075,268
Bank of America NT&SA 1,075,268
Bank of America, F.S.B. 0
Page 6 of 12 Pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
---------------------------------------------------------------
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
----------------------------------------------------------------------
Security Being Reported on By the Parent Holding Company
--------------------------------------------------------
Identities: Bank of America National Trust
and Savings Association
555 California Street
San Francisco, CA 94104
Bank of America, F.S.B.
121 S. W. Morrison St.
Portland, OR 97204
Classification: Bank of America NT&SA is a bank, as defined in
Section 3(a)(6) of the Act. Bank of America,
F.S.B. is a federal savings association organized
under the Home Owner's Loan Act. All the above
are also wholly-owned subsidiaries of BankAmerica
Corporation, which is also a registered bank
holding company.
Item 8. Identification and Classification of Members of the Group
---------------------------------------------------------
See Item 7.
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 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 7 of 12 Pages
<PAGE>
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
Bank of America NT&SA
Dated: February 11, 1994 By /s/ Judith A. Boyle
__________________________
Judith A. Boyle
Counsel
Bank of America, F.S.B.
Dated: February 11, 1994 By /s/ Judith A. Boyle
__________________________
Judith A. Boyle
Counsel
Page 8 of 12 Pages
<PAGE>
BANK OF AMERICA, FSB OCTOBER 24, 1992
Board of Directors
GENERAL OPERATING RESOLUTION
----------------------------
This general operating resolution applies when there is not a more specific
resolution in place.
1. Accounts, Service Agreements, Interests in Real or Personal Property and
------------------------------------------------------------------------
General Power to Contract.
----------------------------
Except as otherwise specified below,
any TWO of the officers of BANK OF AMERICA, FSB ("the Bank") listed below
under the designation Group I, or
-------
any ONE of the officers listed below under the designation Group I in
-------
conjunction with any ONE officer listed below under the designation Group
-----
II,
--
are authorized to make, execute, deliver, amend and terminate, in the name and
on behalf of the Bank any and all contracts, instruments, documents,
agreements and other writings, and to perform any and all acts in the name and
on behalf of the Bank as are deemed by the officers to be appropriate in
connection with any of the activities set forth below:
(a) Establishment of accounts
-------------------------
to establish and maintain with any other financial institutions, checking,
time deposit, and other bank accounts, upon such terms and conditions as such
officers deem appropriate;
(b) Investment of funds
-------------------
to invest all capital of the Bank in accordance with applicable laws and
regulations and as such officers deem appropriate, including without
limitation, the investment of funds received by the Bank;
(c) Service agreements
------------------
to enter into service agreements, with the parent, affiliates, direct or
indirect subsidiaries of the Bank, any other banks, persons, firms,
corporations or other entities, whereunder personnel, facilities or services
will be made available by or to the Bank;
(d) Interests in real or personal property
--------------------------------------
to purchase, accept, lease, sell, transfer, grant, license and encumber
interests, whether as security or otherwise, which the Bank has or may by such
means acquire in real or personal property, whether acquired in the name of
the Bank as owner, as the holder of any security interest, in a fiduciary or
Page 9 of 12 Pages
<PAGE>
representative capacity, 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;
provided, however, that for any purchase, lease or sale of real or personal
property involving the expenditure by the Bank of $25,000,000 or more or the
receipt by the Bank of consideration with a value of $25,000,000 or more,
prior approval of a member of the Board of Directors shall be required.
(e) General power to contract
-------------------------
to enter into other 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 the Bank,
contracts and agreements providing for the purchase, sale or other disposition
of assets by the Bank, 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 the Bank; provided,
however, that for any such contract, lease or agreement involving the
expenditure by the Bank of $25,000,000 or more or the receipt by the Bank of
consideration with a value of $25,000,000 or more, prior approval of a member
of the Board of Directors shall be required.
2. Regulatory Matters.
------------------
Any ONE of the officers of the Bank listed below under the designation Group
-----
I, or any member of the Legal or Tax Departments of Bank of America NT&SA
holding the title of counsel or a title senior thereto is authorized to sign
registrations, reports, certificates, applications and other writings on behalf
of this Bank for submission to or filing with any federal, state, local or
foreign regulatory authorities, and any amendments, withdrawals, or terminations
thereof, as are deemed appropriate by the officer or member.
3. Acting in a Representative or Fiduciary Capacity.
------------------------------------------------
Any ONE of the officers of the Bank listed below under the designation of
either Group I or Group II is authorized to qualify the Bank to act in any
-------- --------
representative, fiduciary or other capacity, including the taking of or
subscribing to any oath, and the signing, executing or filing of any
application, notice, petition, pleading, document, instrument or other writing
which the officer deems appropriate in connection with the Bank's performance of
its duties in any such capacity.
4. Not Necessary to Affix Seal; Validity Not Affected by
Page 10 of 12 Pages
<PAGE>
Officer No Longer Holding Office.
------------------------------------------------------------
(a) In the execution for the Bank in any capacity of any contract,
instrument, document, agreement or other writing, it shall not be necessary to
affix the seal of the Bank and such execution shall have the same force and
effect as if such seal had been affixed.
(b) The validity of any contract, instrument, document, or other writing
executed by an officer of the Bank and delivered by or on behalf of an officer
of the Bank in accordance with this resolution shall not be affected by the
failure, at the time of delivery, of the officer who executed the document to
hold the office held at the time of execution.
5. Officer Group Designations.
--------------------------
As used herein the officer designations "Group I" or "Group II," consist of
the officers listed below:
Group I
- -------
Chairman of the Board
President
Vice Chairman
Chief Financial Officer
Chief Personnel Officer
Chief Credit Officer
General Auditor
Financial Controller
Senior Credit Officer
Executive Vice President
Senior Vice President
Vice President
Division CEO
Treasurer
Assistant Treasurer
Secretary
Assistant Secretary
Group II
- --------
Accounting Manager
Assistant Manager
Assistant Operations Officer
Assistant Secretary
Customer Service Manager
Assistant Vice President
Group II (continued)
- --------------------
Credit Administrator
Credit Review Officer
Data Processing Supervisor
Page 11 of 12 Pages
<PAGE>
Region Manager
Human Resources Manager
Dealer Service Manager
Manager
Operations Officer
Security and Compliance Manager
Systems Administrator
Systems Coordinator
Authorized Officer
---------------------------
CERTIFICATION
---------------------------
I, Christine Lundgren, Assistant Secretary of Bank of America, FSB, a federal
savings bank organized and existing under lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision by virtue of the
laws of the State of Oregon and having its principal place of business in the
City of Portland and the County of Multnomah in the State of Oregon, certify
that the foregoing is a true and correct copy of a resolution adopted by the
Board of Directors in accordance with the bylaws in at a meeting held on October
24, 1992. This resolution is still in effect and has not been amended.
Dated: June 22, 1993
/s/ CHRISTINE LUNDGREN
-----------------------------------
Assistant Secretary
Bank of America, FSB
Page 12 of 12 Pages
<PAGE>
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
1
<PAGE>
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
2
<PAGE>
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
3
<PAGE>
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
<PAGE>
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.
5
<PAGE>
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
------------------
6
<PAGE>
Board of Directors June 23, 1992
Bank of America NT&SA
GENERAL OPERATING RESOLUTION
----------------------------
1. Accounts, Service Agreements, Interests in Real or Personal Property and
---------------------
General Power to Contract.
-------------------------
Except as otherwise specified below,
any TWO of the officers of Bank of America National Trust and Savings
Association ("the Bank") listed below under the designation Group I,
-------
or
any ONE of the officers listed below under the designation Group I in
-------
conjunction with any ONE officer listed below under the designation
Group II,
--------
are authorized to make, execute, deliver, amend and terminate, in the name
and on behalf of the Bank any and all contracts, instruments, documents,
agreements and other writings, and to perform any and all acts in the name
and on behalf of the Bank as are deemed by the officers to be appropriate
in connection with any of the activities set forth below:
(a) Establishment of accounts
-------------------------
to establish and maintain with any other financial institutions,
checking, time deposit, and other bank accounts, upon such terms and
conditions as such officers deem appropriate;
(b) Service agreements
------------------
to enter into service agreements, with the parent, affiliates, direct
or indirect subsidiaries of the Bank, any other banks, persons, firms,
corporations or other entities, whereunder personnel, facilities or
services will be made available by or to the Bank;
(c) Interests in real or personal property
--------------------------------------
to purchase, accept, lease, sell, transfer, grant, license and
encumber interests, whether as security or otherwise, which the Bank has or
may by such means acquire in real or personal property, whether acquired in
the name of the Bank as owner, as the holder of any security interest, or
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; provided,
however, that for any purchase, lease or sale of real or personal property
involving the expenditure
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<PAGE>
by the Bank of an amount in excess of the respective amounts listed below
or the receipt by the Bank of consideration with a value in excess of such
amounts, at least one of the signing officers must hold the title listed
opposite the respective dollar amount below:
Amount of Expenditure Title of Required
or Receipt of Consideration Signing Officer
--------------------------- ---------------------------
$ 1,000,000 to 4,999,999 Senior Vice President or
above
5,000,000 to 24,999,999 Executive Vice President or
above
25,000,000 or more Vice Chairman or above;
(d) General power to contract
-------------------------
to enter into other 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 the Bank,
contracts and agreements providing for the purchase, sale or other
disposition of assets by the Bank, 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 the Bank;
provided, however, that for any such contract, lease or agreement involving
the expenditure by the Bank of an amount in excess of the respective
amounts listed below or the receipt by the Bank of consideration with a
value in excess of such amounts, at least one of the signing officers must
hold the title listed opposite the respective dollar amount shown below:
Amount of Expenditure Title of Required
or Receipt of Consideration Signing Officer
--------------------------- ----------------------------
$1,000,000 to 4,999,999 Senior Vice President or
above
5,000,000 to 24,999,999 Executive Vice President or
above
25,000,000 or more Vice Chairman or above
2. Regulatory Matters.
------------------
Any ONE of the officers of the Bank listed below under the designation
Group III, or any member of the Legal or Tax Departments of the Bank
---------
holding the title of counsel or a title senior thereto is authorized to
sign registrations, reports, certificates, applications and other writings
on behalf of the Bank for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals,
or terminations thereof, as are deemed appropriate by the officer or
member.
2
<PAGE>
3. Not Necessary to Affix Seal; Validity Not Affected by Officer No Longer
-----------------
Holding Office.
--------------
(a) In the execution for the Bank in any capacity of any contract,
instrument, document, agreement or other writing, it shall not be necessary
to affix the seal of the Bank and such execution shall have the same force
and effect as if such seal had been affixed.
(b) The validity of any contract, instrument, document, or other
writing executed by an officer of the Bank and delivered by or on behalf of
an officer of the Bank in accordance with this resolution shall not be
affected by the failure, at the time of delivery, of the officer who
executed the document to hold the office held at the time of execution.
4. Officer Group Designations.
--------------------------
As used herein the officer designations "Group I," "Group II," "Group III"
and "Group IV" consist of the officers listed below:
Group I Group III
------- ---------
the Chairman of the Board the Chairman of the Board
the President the President
any Vice Chairman of the Board any Vice Chairman of the Board
any Vice Chairman any Vice Chairman
the Chief Operating Officer the Chief Operating Officer
the Chief Financial Officer the Chief Financial Officer
any Group Executive Vice President any Group Executive Vice
President
any Executive Vice President any Executive Vice President
any Senior Vice President any Senior Vice President
any Vice President any Vice President
any Assistant Vice President any Senior Authorized Officer
any Senior Authorized Officer the Secretary
any Senior Trust Officer
any Trust Officer
Group II Group IV
-------- --------
the Secretary the Chairman of the Board
any Assistant Secretary the President
any Assistant Cashier any Vice Chairman of the Board
any Vice Chairman
the Chief Operating Officer
the Chief Financial Officer
any Group Executive Vice
President
any Executive Vice President
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any Senior Vice President
any Vice President
any Assistant Vice President
any Senior Authorized
Officer
any Senior Trust Officer
any Trust Officer
5. The foregoing resolution supersedes the resolution adopted by this Board
of Directors on August 1, 1988 as amended, naming the officers of this
Bank authorized to act pursuant to the authority above set forth.
CERTIFICATION
---------------------
I, Cheryl Sorokin, Secretary of Bank of America National Trust and Savings
------------------
Association, a national banking association existing under the laws of the
United States of America, 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 in
accordance with the bylaws at a meeting held on June 23, 1992. This resolution
is still in effect.
/s/ CHERYL SOROKIN
-------------------------------------------
Secretary
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
Dated: January 19, 1994
--------------------
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