<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 33-59892
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 17, 1993.
$150,000,000
LOGO
OF BANKAMERICA CORPORATION
8 1/8% Subordinated Notes Due August 15, 2004
Interest payable February 15 and August 15
-----------
The Notes will be available for purchase in denominations of $1,000 and
integral multiples thereof. The Notes are redeemable at the option of
BankAmerica Corporation (the "Corporation"), in whole or from time to time
in part, on any Interest Payment Date on or after August 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. The Notes will be
issued in fully registered form only and represented by one or more
Global Notes (as defined herein) registered in the name of a nominee
of The Depository Trust Company, as the depository, or other
depository (a "Book-Entry Note"). Beneficial interests in Book-
Entry Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the depository's
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. 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 The
Depository Trust Company or its nominee, the Notes will
trade in The Depository Trust Company'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 SECU-
RITIES 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 the
Public(1) Commissions Corporation(1)(2)
--------------- ------------- -----------------
<S> <C> <C> <C>
Per Note................................... 99.729% .529% 99.20%
Total...................................... $149,593,500 $793,500 $148,800,000
</TABLE>
(1) Plus accrued interest, if any, from August 15, 1994 to date of delivery.
(2) Before deducting expenses payable by the Corporation estimated at $185,000.
-----------
The Notes are offered by the several Underwriters when, as and if issued by
the Corporation, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the Global Notes will be made through the facilities of The Depository Trust
Company on or about August 15, 1994, against payment in immediately available
funds.
CS First Boston Smith Barney Inc.
The date of this Prospectus Supplement is August 8, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT LEVELS ABOVE THOSE 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.
In addition to the merger with SPC, the Corporation has expanded its presence
in the western United States through several acquisitions beginning in 1989. As
of June 30, 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.
The Corporation has entered into an agreement (the "Agreement") to acquire
Continental Bank Corporation ("Continental") for an estimated 21.5 million
shares of the Corporation's common stock and $948 million in cash, subject to
adjustment in certain circumstances. Based on the Corporation's common stock
closing price on January 27, 1994 (the last trading day before announcement of
the acquisition) of $45.75 per share, as reported on the New York Stock
Exchange composite transaction tape, the value of the common stock and cash to
be issued is approximately $1.9 billion. In addition, each share of
Continental's Adjustable Rate Preferred Stock, Series 1 and 2 that is
outstanding immediately prior to the effective time of the acquisition will be
converted, respectively, into one share of Adjustable Rate Preferred Stock,
Series 1 and 2 of the Corporation, having substantially the same terms. The
closing of the acquisition is subject to the satisfaction of certain conditions
set forth in the Agreement. The parties presently anticipate that the closing
will take place on or about August 31, 1994.
Continental is a Delaware corporation organized in 1968 and is registered as
a bank holding company under the BHC Act and the Illinois Bank Holding Company
Act of 1957. Continental's principal subsidiary is Continental Bank.
Continental engages in four principal activities: (i) business financing,
providing credit in almost every form and helping customers access external
debt markets; (ii) specialized financial and operating services, including cash
management, financial risk-management, trust, investment and private banking
services; (iii) trading in investment, foreign exchange and risk-management
instruments for customers and its own account; and (iv) equity finance and
investing, as both principal and arranger.
S-2
<PAGE>
Further information about the acquisition 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. Information about Continental and its subsidiaries has been
supplied by Continental and not by the Corporation, and the Corporation does
not warrant the accuracy or completeness of such information.
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.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------- ------------------------------
1994(A) 1993(A) 1993(A) 1992(A) 1991 1990 1989
------- ------- ------- ------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED
CHARGES
Excluding interest on depos-
its......................... 3.40 3.63 3.55 3.18 3.25 2.39 2.29
Including interest on depos-
its......................... 1.81 1.78 1.79 1.53 1.34 1.22 1.23
</TABLE>
- --------
(a) This financial information reflects the effects of the SPC Merger
subsequent to its consummation on April 22, 1992.
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 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 August 15, 2004 and are limited to
$150,000,000 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 The Depository
Trust Company'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 June 30, 1994, the Corporation (the Parent) had
approximately $9.8 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.
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 August 15, 1994 at 8 1/8% per annum payable
each February 15 and August 15, commencing February 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 February 1 or August 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 August 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, The Depository Trust
Company, as depository ("DTC"), 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.
S-4
<PAGE>
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") 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
S-5
<PAGE>
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 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 Underwriters 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
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated August 8, 1994 (the "Underwriting Agreement"), the Underwriters
named below (the "Underwriters") have severally but not jointly agreed to
purchase from the Corporation the following respective principal amounts of the
Notes:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
----------- ------------
<S> <C>
CS First Boston Corporation................................. $125,000,000
Smith Barney Inc. .......................................... 25,000,000
------------
Total.................................................. $150,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Notes if any are purchased.
The Corporation has been advised by the Underwriters that the Underwriters
propose to offer the Notes to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession of 0.35% of the principal amount per
Note; that the Underwriters and such dealers may allow a discount not to exceed
0.25% of the principal amount per Note on sales to certain other dealers; and
that after the initial public offering, the public offering price and
concession and discount to dealers may be changed by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Underwriters have advised the Corporation that they intend to act as market
makers for the Notes. However, the Underwriters are not obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Notes.
All secondary trading in the Notes will settle in immediately available
funds. See "Description of Notes--Same-Day Settlement and Payment."
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or contribute to payments which the Underwriters may be required to
make in respect thereof.
S-7
<PAGE>
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLE-
MENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTA-
TION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR
ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTI-
TUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURI-
TIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER IN SUCH JURISDICATION. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS COR-
RECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE SUCH DATE.
------------
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........................................... 27
Description of Common Stock................................................ 30
Description of Securities Warrants......................................... 32
Risk Factors Relating to the Currency Warrants............................. 36
Description of Currency Warrants........................................... 36
Plan of Distribution....................................................... 38
Legal Matters.............................................................. 39
Experts.................................................................... 40
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LOGO
OF BANKAMERICA CORPORATION
$150,000,000
8 1/8% Subordinated Notes Due August 15, 2004
PROSPECTUS SUPPLEMENT
CS First Boston
Smith Barney Inc.
- -------------------------------------------------------------------------------
