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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Continental Bank Corporation
(Name of Issuer)
Common Stock, $4.00 par value
(Title of Class of Securities)
21111310
(CUSIP Number)
Cheryl Sorokin
Executive Vice President and Secretary
BankAmerica Corporation
555 California Street, San Francisco, CA 94104
(415) 622-2091
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 11, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT THE REPORTING
PERSON IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THE STATEMENT.
Page 1 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
BankAmerica Corporation, a bank holding company incorporated under the laws
of the State of Delaware ("BankAmerica"), hereby amends and supplements its
statement on Schedule 13D filed with the Securities and Exchange Commission
(the "Commission") on February 7, 1994 with respect to the Common Stock, par
value $4 per share ("Issuer Common Stock"), of Continental Bank Corporation
(the "Issuer"). The address of the Issuer's principal executive offices is 231
South LaSalle Street, Chicago, Illinois 60697.
ITEM 2. IDENTITY AND BACKGROUND
There has been no change from that reported in BankAmerica's statement on
Schedule 13D filed with the Commission on February 7, 1994.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
BankAmerica and the Issuer have agreed to certain revisions and amendments
to the Agreement (as defined below), which revisions and amendments are
described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION
As reported in BankAmerica's statement on Schedule 13D filed with the
Commission on February 7, 1994, BankAmerica and the Issuer have entered into an
Agreement and Plan of Merger dated as of January 27, 1994 (the "Agreement")
pursuant to which the Issuer will be merged with and into BankAmerica in a
transaction in which BankAmerica will be the surviving entity (such
transaction, the "Merger").
BankAmerica and the Issuer have entered into a letter agreement dated March
11, 1994 pursuant to which BankAmerica and the Issuer have agreed to certain
revisions and amendments to the Agreement. One such amendment is the change,
from twenty-five days to thirty-five days, of the Mailing Date (as defined in
the Agreement) prior to the anticipated effective date of the Merger of
election forms pursuant to which holders of Issuer Common Stock may elect to
receive cash or stock consideration in the Merger, with the result that the
time during which the Issuer's stockholders must return such elections will
expire five days prior to the end of the Valuation Period (as defined in the
Agreement) for the determination of the Final BAC Stock Price (as defined in
the Agreement). In addition, holders of Issuer Common Stock who duly elect to
receive stock or cash consideration in the Merger may also elect to have their
share holdings divided into blocks of not less than 5,000 shares of Issuer
Common Stock, with remaining shares being added to one of the designated blocks
of 5,000 shares, for purposes of the allocation of stock and cash consideration
in the Merger. The revisions and amendments to the Agreement are reflected in
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a Restated Agreement and Plan of Merger between BankAmerica and the Issuer dated
as of January 27, 1994 (the "Restated Agreement").
Under the Restated Agreement, as under the Agreement, the Issuer was
obligated to provide to BankAmerica certain disclosure schedules in form and
detail of presentation reasonably satisfactory to BankAmerica. The Restated
Agreement provides further that, for 10 business days after the date of receipt
by BankAmerica of such disclosure schedules, BankAmerica had the right, in its
sole discretion, to terminate the Restated Agreement. The 10 business day
period during which BankAmerica could exercise such right of termination with
respect to the Restated Agreement has expired, and BankAmerica did not exercise
such termination right.
Under the Restated Agreement, as under the Agreement, BankAmerica also has
the right to terminate the Restated Agreement during the 30 calendar day period
beginning after the date of receipt by BankAmerica of the disclosure schedules
if BankAmerica identifies any circumstances which, in the reasonable judgment
of BankAmerica's Board of Directors (including a committee thereof), acting in
good faith and with due regard for principles of fair dealing, could (i)
materially and adversely impact the reasonably expected financial or business
benefits to BankAmerica of the Merger, (ii) be inconsistent in any material and
adverse respect with any of the representations and warranties of the Issuer
contained in the Restated Agreement, (iii) materially and adversely affect the
business, operations, properties, financial condition, results of operations or
prospects of the Issuer and its subsidiaries on a consolidated basis or (iv)
deviate materially and adversely from the Issuer's financial statements for the
year or quarter ended December 31, 1993. In addition, under certain other
circumstances, BankAmerica or the Issuer may terminate the Restated Agreement,
as specified therein.
The Restated Agreement is attached as Exhibit 2 to BankAmerica's Current
Report on Form 8-K dated March 11, 1994 (earliest event reported) and filed
with the Commission on March 15, 1994 (file no. 1-7377), and is incorporated
herein by reference. The foregoing discussion of the Restated Agreement does
not purport to be a complete summary of the Restated Agreement and is qualified
in its entirety by reference to the full Restated Agreement.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
There has been no change in BankAmerica's beneficial ownership of Issuer
Common Stock as reported in its statement on Schedule 13D filed with the
Commission on February 7, 1994.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
BankAmerica and the Issuer have agreed to certain revisions and amendments
to the Agreement, which revisions and amendments are described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
a. Restated Agreement and Plan of Merger between BankAmerica Corporation
and Continental Bank Corporation dated as of January 27, 1994 (without exhibits
but with Appendix A) (incorporated by reference from Exhibit 2 to BankAmerica's
Current Report on Form 8-K dated March 11, 1994 (earliest event reported) and
filed March 15, 1994, file no. 1-7377).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
March 16, 1994 BANKAMERICA CORPORATION
By: /s/ CHERYL SOROKIN
__________________
Name: Cheryl Sorokin
Title: Executive Vice President
and Secretary
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GENERAL OPERATING AND BORROWING RESOLUTION
Following is a copy of BankAmerica's General Operating and Borrowing
Resolution pursuant to which Cheryl Sorokin, Executive Vice President and
Secretary of BankAmerica, executed this Amendment No. 1 to Schedule 13D (see
paragraph 2 of the resolution attached to this Amendment No. 1 to Schedule
13D).
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<TABLE>
<S> <C>
Board of Directors November 1, 1993
BankAmerica Corporation
</TABLE>
BANKAMERICA CORPORATION
GENERAL OPERATING AND BORROWING RESOLUTION
The Board of Directors of BankAmerica Corporation ("BAC") authorizes and
determines:
1. Any two BAC officers listed below under the designation "Group 1"
(the "Officers"):
GROUP 1
the Chairman of the Board
the Chief Executive Officer
the President
any Vice Chairman of the Board
any Vice Chairman
the Chief Financial Officer
the Treasurer
the Financial Controller
any Executive Vice President
any Senior Vice President
any Vice President
the Secretary
or any one of such Officers in conjunction with any one of the BAC officers
listed below under the designation "GROUP 2":
GROUP 2
any Assistant Treasurer
any Assistant Secretary
any Assistant Vice President
be, and hereby are, authorized to make, execute, deliver, amend and terminate,
in the name and on behalf of BAC, any and all such contracts, instruments,
documents and agreements, and to perform any and all such acts, in the name and
on behalf of BAC, as are deemed by such Officers to be desirable in connection
with any of the activities set forth below; provided, however, that the opening
of any account described in subparagraph (a) of this paragraph 1 requires the
signature of a Vice Chairman or above; and provided, further, that any
contract, instrument, document or agreement for any borrowing described in
subparagraph (b) of this paragraph 1 requires the signature of the Treasurer or
an Assistant Treasurer in addition to one other officer listed in GROUP 1 or 2
above, as the case may be; and provided, further, that notes representing
commercial paper need be signed only by the Treasurer or an
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Assistant Treasurer. The execution of any contract, instrument, document or
agreement by one or more Officers thereunto duly authorized by the foregoing
shall be conclusive evidence, between any party to whom it is delivered and
BAC, of the determination and approval by BAC of the matters described therein
and of the transaction undertaken thereby, unless such party has previously
received written notice of the revocation of this resolution.
(a) Establishment and use of accounts
where any Officer deems it desirable for the operations of BAC, to
establish and maintain with Bank of America National Trust and Savings
Association and any other banks, checking, time deposit, and other bank
accounts, upon such terms and conditions as may be agreed upon with such banks;
to execute, endorse or deliver on behalf of BAC, remittances, checks, drafts or
other requests for withdrawal, transfer or deposit of funds from or to any of
such bank accounts as shall be maintained in the name of BAC, and any bank
maintaining any such account is hereby authorized and directed to honor
remittances, checks, drafts or other requests for withdrawal, transfer or
deposit of funds from or to any such account by or from such Officers;
(b) Borrowing
to borrow, in each case for an original term not exceeding nine
months, from banks and other lenders, including subsidiaries of BAC, from time
to time, such sums of money as may be deemed desirable for BAC to conduct its
general business affairs and to grant security interests in existing and future
assets of BAC to assure repayment of such indebtedness; provided that no such
borrowing shall be permitted if, by reason of such new borrowing and after
giving effect thereto, the aggregate amount of all borrowings of BAC having at
their inception a term of nine months or less, other than such borrowings from
subsidiaries of BAC, but including borrowings through the issuance of
commercial paper pursuant to subparagraph (c) of this paragraph 1, would exceed
the sum of SIX BILLION DOLLARS ($6,000,000,000);
In computing compliance with the foregoing limitation:
(i) Borrowings subject to such limitation which are expressed in
foreign currencies shall be valued in U.S. dollars at least
monthly, and the most recent valuation shall govern the
determination whether any additional borrowing complies with
such limitation;
(ii) Obligations of BAC arising out of the issuance of travelers
cheques, official checks and money orders, offered to the
public as instruments of funds transmission and not bearing
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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
($100,000), 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, (1) 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
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borrowings 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 will be made available by or to BAC;
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(h) Interests in real or personal property
to purchase, accept, lease, sell, transfer, grant, license, release
and encumber interests, whether as security or otherwise, which BAC has or may
by such means acquire in real or personal property, whether standing in the
name of BAC as owner, as the holder of any security interest, or in any other
capacity; and, without limiting the generality of the foregoing authorization,
to take all actions and execute and deliver all documents, notices,
designations, appointments, substitutions and instructions regarding such real
or personal property, or relating thereto;
(i) General power to contract
in addition to the authority in subparagraphs (a) through (h) of this
paragraph 1, and whether or not of a kind generally covered therein, to enter
into contracts of any kind or character, conveyances or leases of real or
personal property, licensing agreements, contracts and agreements providing for
services to be rendered by, to or for BAC, and to execute and deliver
instruments, documents, agreements, contracts and other writings affecting in
any way any real or personal property and interests therein and contract rights
and obligations, now or hereafter owned by or standing in the name of BAC.
2. Any one BAC officer listed above under either the designation
GROUP 1 or GROUP 2, or any member of the Legal Department of Bank of America
NT&SA holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as are deemed desirable by such officer or attorney in
connection with BAC's activities or affairs.
3. This resolution revokes and supersedes the General Operating and
Borrowing Resolution adopted by this Board on May 21, 1992.
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CERTIFICATE
I, CHERYL SOROKIN, the Secretary of BankAmerica Corporation, a
Delaware corporation, having its principal place of business in the City and
County of San Francisco in the State of California, certify that the foregoing
is a correct copy of a resolution adopted by the Board of Directors at a
meeting held in accordance with the bylaws on November 1, 1993. This
resolution is still in effect.
/s/ CHERYL SOROKIN
_______________________________
Secretary
BANKAMERICA CORPORATION
Dated: March 14, 1994
_________________
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
REFERENCE DESCRIPTION
- ---------- ---------------------------------------------------------------------------------
<S> <C>
a. Restated Agreement and Plan of Merger between BankAmerica Corporation and
Continental Bank Corporation dated as of January 27, 1994 (without exhibits but
with Appendix A) (incorporated by reference from Exhibit 2 to BankAmerica's Current
Report on Form 8-K dated March 11, 1994 (earliest event reported)
and filed March 15, 1994, file no. 1-7377).
</TABLE>
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