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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response . . . 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
VICAL INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
925602104
- ------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2/92)
Page 1 of 11 Pages
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- -----------------------
CUSIP NO. 925602104 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
733,725
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
723,725
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
733,725
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 11 pages
<PAGE>
- -----------------------
CUSIP NO. 925602104 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Small Business Investment Company of California
95-6016836
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
723,725
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
723,725
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
723,725
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IV
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 11 pages
<PAGE>
- -----------------------
CUSIP NO. 925602104 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seafirst Corporation
91-0906215
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Washington
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
10,000
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
10,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 11 pages
<PAGE>
- -----------------------
CUSIP NO. 925602104 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seattle-First National Bank
91-0402650
- ------------------------------------------------------------------------------
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
10,000
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
10,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 11 pages
<PAGE>
SCHEDULE 13G
Item 1(a) Name of Issuer: Vical Inc.
(b) Address of Issuer's 9373 Towne Centre Dr.
Principal Executive Suite 100
Offices: San Diego, CA 92121
Item 2(a) Names of Person Filing: BankAmerica Corporation ("BAC")
First Small Business
Investment Company of California
("FSBIC")
Seafirst Corporation ("SC")
Seattle-First National Bank
("SFNB")
(b) Address of Principal (For BAC and FSBIC)
Business Offices: 555 California Street
San Francisco, CA 94104
(For SC and SFNB)
701 Fifth Avenue
Seattle, WA 98104
(c) Citizenship: BAC is organized under the laws of
Delaware.
FSBIC is organized under the laws of the
State of California.
SC is organized under the laws of the
state of Washington.
SFNB is organized under the laws of the
United States.
(d) Title of Class of Securities:Common Stock
(e) CUSIP Number: 925602104
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [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) [X] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund
(g) [X] Parent Holding Company, in accordance with
(S)240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Page 6 of 11 Pages
<PAGE>
Item 4 Ownership
(a) Amount Beneficially Owned:
BAC 733,725
FSBIC 723,725
SC 10,000
SFNB 10,000
(b) Percent of Class:
BAC 5.7%
FSBIC 5.7%
SC 0%
SFNB 0%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
BAC -0-
FSBIC -0-
SC -0-
SFNB -0-
(ii) shared power to vote or direct the vote:
BAC 733,725
FSBIC 723,725
SC 10,000
SFNB 10,000
(iii) sole power to dispose or direct the
disposition of:
BAC -0-
FSBIC -0-
SC -0-
SFNB -0-
(iv) shared power to dispose or direct the
disposition of:
BAC 723,725
FSBIC 723,725
SC -0-
SFNB -0-
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date
hereof the reporting person has ceased
to be the beneficial owner of more
than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf Not Applicable.
of Another Person.
Page 7 of 11 Pages
<PAGE>
Item 7 Identification and Classification
of the Subsidiaries Which Acquired
the Security Being Reported on by
the Parent Holding Company.
See Item 2. All of the entities described
below are wholly-owned subsidiaries of BAC,
which is a registered bank holding company.
FSBIC is a direct subsidiary of BAC and
classified as an Investment Company regis-
tered under Section 8 of the Investment
Company Act. SC, a bank holding company
registered under the Bank Holding Company
Act, is the parent of SFNB. SFNB is a Bank,
as defined in Section 3(a)(6) of the Act.
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 8 of 11 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
Page 9 of 11 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.
First Small Business Investment
Company of California
Dated: February 11, 1994 By /s/ Howard Peterson
__________________________
Howard Peterson
Vice President
Page 10 of 11 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.
Seafirst Corporation
Dated: February 11, 1994 By /s/ Stanley A. Carlson
__________________________
Stanley A. Carlson
Senior Vice President,
General Counsel and
Corporate Secretary
Seattle-First National Bank
Dated: February 11, 1994 By /s/ Stanley A. Carlson
__________________________
Stanley A. Carlson
Senior Vice President,
General Counsel and
Corporate Secretary
Page 11 of 11 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>
First Small Business Investment Company of California
Board of Directors October 22, 1992
GENERAL OPERATING RESOLUTION
----------------------------
1. This board authorizes any two of the following officers of this
corporation, acting jointly:
the Chairman of the Board
the President
the Treasurer
any Vice President
to make, execute and deliver for and on behalf of this corporation, without
limitation as to amount, all contracts, documents, instruments, and agreements
of any kind or character, affecting any real or personal property, tangible or
intangible, choate or inchoate, or any interest therein now or hereafter owned
or thereby acquired by or standing in the name of this corporation, or
obligating this corporation in any way, including but not limited to bills of
sale, contracts of purchase or sale, contracts for services to be performed or
received, mortgages, deeds of trust, deeds, licenses, leases, bonds, pledges,
certificates, guaranties, security agreements or indentures, whether said
property stands in the name of this corporation as owner, trustee, or otherwise.
2. This board authorizes any one of the officers listed above, acting
alone, or any two of the following officers of this corporation, acting jointly:
any Assistant Vice President
the Secretary
to make, execute and deliver for and on behalf of this corporation all of the
aforementioned contracts, documents, instruments or agreements involving amounts
exceeding $1,000, as reasonably determined by such officer or officers.
3. This board authorizes any one of the officers listed in paragraph #1
or paragraph #2 of this resolution, acting alone, to make, execute and deliver
for and on behalf of this corporation all of the aforementioned contracts,
documents, instruments or agreements involving amounts not exceeding $1,000, as
reasonably determined by such officer.
<PAGE>
4. This board authorizes any officer of this corporation, or any
attorney in the Legal Department of Bank of America NT&SA with the title of
counsel or a title senior thereto to sign registrations, reports, certificates,
applications and other writings on behalf of this corporation for submission to
or filing with any federal, state, local or foreign regulatory authorities, and
any amendments, withdrawals, or terminations thereof, as the officer or attorney
deems appropriate.
C E R T I F I C A T I O N
I, Janice D. Eastridge, an Assistant Secretary of First Small Business
Investment Company of California, a California corporation having its principal
place of business in the City of Costa Mesa in the State of California, certify
that the foregoing is a correct copy of a resolution adopted by the board of
directors of this corporation in accordance with the bylaws at a meeting held on
October 22, 1992. This resolution is still in effect and has not been amended.
/s/ JANICE D. EASTRIDGE
-----------------------------------------------------
Janice D. Eastridge, Assistant Secretary
First Small Business Investment Company of California
Dated: January 19, 1994
2
<PAGE>
CERTIFICATE
The undersigned, the duly elected and acting Assistant Secretary of
Seafirst Corporation, hereby certifies that the attached is a true and correct
copy of the Signing Authority Resolution of Seafirst Corporation adopted by the
Board of Directors April 17, 1975, and that said resolution is in full force and
effect.
/s/ JOY A. WILKERSON
______________________________
Joy A. Wilkerson
Dated the 20th day of January, 1994.
<PAGE>
RESOLUTION
- ----------
RESOLVED, that any two officers of SEAFIRST CORPORATION, acting jointly,
are authorized to take the following action on behalf of SEAFIRST CORPORATION
and in its name:
1. Vote the shares of common stock in other corporations owned by SEAFIRST
CORPORATION, grant proxies to vote such shares and execute "consents to action"
by shareholders of such other corporations;
2. Borrow such sum or sums as may be deemed necessary from any bank or
other lender upon such terms as may be deemed appropriate, and, in order to
secure payment of such borrowings, pledge, mortgage or grant a security interest
in any personal or real property owned by SEAFIRST CORPORATION or in which it
has an interest;
3. Execute and deliver, with or without the corporate seal, any agreement,
note or other evidence of indebtedness, pledge, mortgage, security agreement,
deed, lease, assignment, bill of sale, guaranty or other undertaking or any
other document or instrument relating to or affecting the property or business
and affairs of SEAFIRST CORPORATION.
RESOLVED FURTHER, that any officer, acting alone, is authorized, on behalf
of SEAFIRST CORPORATION and in its name, to execute checks, drafts or advices of
debit and otherwise effect the withdrawal of funds of SEAFIRST CORPORATION from
banks or other depositaries, and to accept drafts and collect, discount,
negotiate, endorse and assign, in the name of SEAFIRST CORPORATION, all checks,
drafts, notes and other instruments and paper payable to or by SEAFIRST
CORPORATION.
RESOLVED FURTHER, that for purposes of this resolution, the term "officer"
shall mean the Chairman of the Board, Chairman of the Executive Committee, Vice
Chairman of the Board, President, Secretary, Treasurer, Controller, Executive
Vice President, Senior Vice President and any Vice President.
2
<PAGE>
CERTIFICATE
The undersigned, the duly elected and acting Assistant Secretary of
SEATTLE-FIRST NATIONAL BANK, hereby certifies that the attached is a true and
correct copy of the General Signature Resolution of SEATTLE-FIRST NATIONAL BANK
adopted by the Board of Directors September 20, 1984, and that said resolution
is in full force and effect.
/s/ JOY A. WILKERSON
______________________________
Joy A. Wilkerson
Dated the 20th day of January, 1994.
<PAGE>
SEATTLE-FIRST NATIONAL BANK
GENERAL SIGNATURE RESOLUTION
RESOLVED THAT: Instruments, documents or agreements relating to or
affecting the property or business and affairs of this Corporation, or of this
Corporation when acting in any representative or fiduciary capacity, may be
executed in its name, with or without its corporate seal, by the following
Officer or Officers within the scope of the signing authority described herein:
The general composition of the signature groups used is:
Group A: Executive Officer
Chairman of the Board, President, Vice Chairman of the Board, Executive Vice
President, Corporate Secretary and Cashier, or any officer so designated by the
Chief Executive Officer.
Group A signers have full signing authority for the Corporation.
Group B: Banking Officer
All officers involved in general commercial and consumer banking who are granted
Group B signing authority by the appropriate supervisory officer pursuant to the
procedures set forth in the Corporation's Management and Staff Guide may execute
the following:
a. Checks, drafts, money orders, bills of lading, safekeeping receipts,
releases of collateral and receipts for securities, money or property paid or
delivered; endorsement of notes and other instruments referred to in this
section (a); letters of credit, bankers acceptances, authorizations to transfer
or receive securities for account of the Corporation at Federal Reserve or
correspondent banks, including authority to charge or credit its account, to
sign certificates of deposit and to certify checks; also to guarantee
signatures, to accept the assignment of registered securities, to sign relevant
correspondence.
b. Satisfactions of mortgages and other liens, requests for reconveyances of
property held under deeds of trust, and reassignments of any stocks, bonds,
notes, leases or any other property held by this Corporation as security for
indebtedness.
c. Loan agreements, loan commitments, standby letters of credit, participation
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agreements,certificates of participation, and repurchase agreements involving
amounts not in excess of delegated lending or approval limits unless properly
approved by the management of the Corporation.
d. Extensions of the time for payment of any note or other obligation held by
this Corporation.
e. Notices of default and of election to sell or cause to be sold the
property described in any deed of trust held by this Corporation, execute
notices to the Trustee named any other document provided for by law, or which
may be necessary, expedient or proper in order to protect or enforce the rights
of this Corporation under any such deed or trust.
f. Claims of this Corporation as a creditor of any decedent, or of a person
who is a party to any form of proceeding in bankruptcy, insolvency or similar
proceeding, or any other claims of this Corporation in any other type of action
or proceeding.
g. Proxies to vote stock held by this Corporation.
h. Pleadings and documents to be filed in any court or other proceeding
involving this Corporation, including verifications of any such pleading or
documents.
i. The "Oath of Officer of Incorporated Company" required by 46 U.S.C.A. 838
and other documents in favor of or affecting this Corporation in connection
with the recording of preferred mortgages.
j. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices, and other internal documents
necessary to discharge the duties of their positions.
k. Agreements, contracts, purchase orders, and leases involving amounts not in
excess of the approval level delegated by executive management of the
Corporation, except as limited by the need for two signatures.
Group C: Staff Officer
All officers involved in general staff activities who are granted Group C
signing authority by the appropriate supervisory officer pursuant to the
procedures set forth in the Corporation's Management and Staff Guide may
execute the following:
a. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices, and other internal documents
necessary to discharge the duties of their positions.
b. Agreements, contracts, purchase orders, and leases involving amounts not in
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excess of the approval level delegated by executive management of the
Corporation, except as limited by the need for two signatures.
Group D: Trust Officer
All officers involved in trust activities who are granted Group D signing
authority by the appropriate supervisory officer pursuant to the procedures set
forth in the Corporation's Management and Staff Guide may execute the following:
a. Acceptances of trusts and agencies; Petitions for the appointment of this
Corporation in any representative or fiduciary capacity; Certificates of
ownership in and any trust held by this Corporation,Cerificates of
authentication with respect to bonds, notes, debentures and other obligations
issued under corporate mortgages, trust agreements and other indentures;
safekeeping receipts; authorization to transfer or receive securities for
account of the Corporation at Federal Reserve Bank or Correspondent Banks,
including authority to charge or credit its account; Certificates of securities
deposited, interim certificates and other certificates for and on behalf of
this Corporation as depository or agent; Counter-signatures of bonds, notes,
Certificates of stock, voting trust certificates or participation certificates
on behalf of this Corporation as transfer agent or registrar; Certificates of
cancellation and of cremation of stock, bonds, or other securities; guarantees
of signature;checks; proxies to vote stock; all instruments necessary for the
purchase, transfer and delivery of all bonds, capital stocks and other personal
property held in any fiduciary capacity; or other instruments, documents and
papers in connection with the proper management of any fiduciary account; and
resignations of this corporation in any representative or fiduciary capacity;
pleadings and documents to be filed in any court or other proceeding involving
this Corporation; including verifications of any such pleading or documents.
Also, deeds to real property described in any deed of trust which names
this Corporation as Trustee, after a Trustee's sale thereunder in the manner
provided by law, or reconveyances of any property held under any deed of trust
which names this Corporation as Trustee, and resignations of the Corporation as
Trustee under Deed of Trust.
b. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices, and other internal documents
necessary to dischare the duties of their positions.
c. Agreements, contracts, purchase orders and leases involving amounts not in
excess of the approval level delegated by executive management of the
Corporation, except as limited by the need for two signatures.
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Group E: Audit/Examining Officer
All officers involved in the auditing or examining activities of the Corporation
who are granted Group E signing authority by the appropriate supervisory officer
pursuant to the procedures set forth in the Corporation's Management and Staff
Guide may execute the following:
a. Receipts for statements, verifications of accounts, correspondence and
documents related to functions pertaining to auditors and examiners.
b. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices, and other internal documents
necessary to discharge the duties of their positions.
c. Agreements, contracts, purchase orders, and leases involving amounts not in
excess of the approval level delegated by executive management of the
Corporation, except as limited by the need for two signatures.
Group F: Pro Managers
All staff members designated Pro Manager who are granted Group F signing
authority by the appropriate supervisory officer pursuant to the procedures set
forth in the Corporation's Management and Staff Guide may execute the same
documents as listed in Group B, paragraph a, or Group H, paragraph b.
Group G: Real Estate Officer
All officers involved in general real estate lending or mortgage banking
activities who are granted Group G signing authority by the appropriate
supervisory officer pursuant to the procedures set forth in the Corporation's
Management and Staff Guide may execute the following:
a. Loan commitments, loan agreements, standby letters of credit, interim loan
participation agreements, and certificates of participation involving amounts
not in excess of delegated lending or approval limits unless properly approved
by the management of the Corporation.
b. Extension of the time for payment of any note or other obligation held by
the Corporation.
c. Financial futures contracts not in excess of delegated limits.
d. Agreements to purchase loans, investor commitments and sales under GNMA
securities and extensions of time relating thereto solely on final presidential
loans not in excess of delegated limits.
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e. Loan servicing agreements, permanent loan paticipation agreements and
certificates of participation.
f. Deeds, leases, assignments and conveyances of any real or personal
property; assignments of loans secured by real property and the related
collateral, bills of sale and assignments of personal property, stocks, bonds,
or any interest therein.
g. Assignments and satisfactions of mortgages and other liens, requests for
reconveyance of property held under deeds of trust and reassignments of any
stocks, bonds, notes, leases or any other property held by the Corporation as
security for any indebtedness.
h. Notices of default and of election to sell or cause to be sold property
described in any deed of trust held by this Corporation, notices to the trustees
named in any such deed of trust, and do any other act or sign any other document
provided for by law, or which may be necessary, expedient or proper in order
to protect or enforce the rights of this Corporation under such deed of trust.
i. Claims of this Corporation as creditor of any decedent, or the person who
is a party to any form of proceeding in bankruptcy, insolvency or similar
proceeding or any other claim of this Corporation in any other type of action
or proceeding.
j. Pleadings and documents to be filed in any court or other proceeding
involving this Corporation, including verifications of any such pleadings or
documents.
k. Checks, drafts, bills of lading, receipts for money or property paid or
delivered to this Corporation.
l. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices and other internal documents
necessary to discharge the duties of their positions.
m. Agreements, contracts, purchase orders, and leases involving amounts not in
excess of the approval level delegated by executive management of the
Corporation, except as limited by the need for two signatures.
Group H: Real Estate Administrative Officer
All officers involved in mortgage servicing activities who are granted Group H
authority by the appropriate supervisory officer pursuant to the procedures set
forth in the Corporation's Management and Staff Guide may execute the following:
a. Assignments and satisfactions of mortgages and other liens, requests for
reconveyance of property held under deeds of trust and reassignments of any
stocks,
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bonds, notes, leases or other property held by this Corporation as security
for any indebtedness.
b. Notices of default and of election to sell or cause to be sold property
described in any deed of trust held by this Corporation, notices to the
trustees named in any such deed of trust, and do any other act or sign any
other act or sign any other document provided for by law, or which may be
necessary, expedient or property in order to protect or enforce the rights
of this Corporation under such deed of trust.
c. Claims of this Corporation as creditor of any decedent, or the person who
is a party to any form of proceeding in bankruptcy, insolvency or similar
proceedings, or any other claims of this Corporation in any other type of
action or proceeding.
d. Pleadings and documents to be filed in any court or other proceeding
involving this Corporation, including verification of any such pleadings or
documents.
e. Checks, drafts, bills of lading, receipts for money or property paid or
delivered to this Corporation.
f. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices and other internal documents
necessary to discharge the duties of their positions.
g. Agreements, contracts, purchase orders, and leases involving amounts not in
excess of the approval level delegated by executive management of the
Corporation, except as limited by the need for two signatures.
Group I: Investment Banking/Treasury Officer
All officers involved in investment banking, securities sales and trading,
treasury or funding activities who are granted Group I signing authority by the
appropriate supervisory officer pursuant to the procedures set forth in the
Corporation's Management and Staff Guide may execute the following:
a. Any and all agreements, commitments, notes or other obligations or
documents required to transact the investment banking, funding or securities
business of this corporation or any and all other agreements, commitments,
rates, obligations or documents that are related to and/or an integral part of
such businesses, and are not in excess of the limits established by the Chief
Executive Officer.
b. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices and other internal documents necessary
to discharge the duties of their positions.
c. Agreements, contracts, purchase orders, and leases (other than those
described
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in paragraph a. above), involving amounts not in excess of the approval
level delegated by executive management of the Corporation, except as
limited by the need for two signatures.
Facsimile Signatures
Cashier's Checks, Dividend Checks, Expense Checks, and drafts may be signed by a
facsimile signature under such terms and conditions as are authorized by the
Management Committee.
Documents Requiring Two Signatures
Traveler's letters of credit may not exceed $25,000.00 each (unless specifically
advised to Correspondents) and regardless will require two signatures.
Real property deeds, contracts, leases, assignments and other conveyances
require two signatures EXCEPT two signatures shall not be required on deeds to
real property described in any deed of trust which names this Corporation as
Trustee after a Trustee's sale thereunder in the manner provided by law or
reconveyances of any property held under any deed of trust which names this
Corporation as Trustee, and resignations of the Corporation as Trustee under
Deed of Trust.
All contracts, agreements, or other commitments which obligate the Corporation
to a total expenditure in excess of $25,000.00 and which involve acquisition by
the Corporation of real personal property, services, or third-party financing
for its own account require two signatures.
All contracts, agreements, assignments, bills of sale, or other commitments
involving the disposition by the Corporation of personal property held for its
own account and assigned a book, appraised, or fair market value in excess of
$25,000.00 require two signatures.
Officers of Subsidiary Corporations
The Chairman, President, Vice Chairman, or any Executive Vice President may
grant signing authority for the Corporation of officers of wholly-owned
subsidiary companies in accordance with the signing groups (other than Group A)
designated herein.
FURTHER RESOLVED, that all signing resolutions authorizing Officers or
others to sign any documents for or on behalf of this Corporation, heretofore
adopted by the Board of Directors, which are inconsistent or in conflict with
the foregoing Resolutions, be and they are hereby amended as of
September 20, 1984.
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