<PAGE>
Rule 424(b)(5)
File No. 33-59892
PRICING SUPPLEMENT NO. 28
DATED MAY 19, 1994
(To Prospectus Supplement dated
May 17, 1993, including the
Prospectus dated May 17, 1993)
BANKAMERICA CORPORATION
SENIOR MEDIUM-TERM NOTES, SERIES H
---------
<TABLE>
<S> <C>
Floating Rate Notes [x] % Fixed Rate Notes [_]
Book Entry Notes [x] Certificated Notes [_]
Original Issue Date: May 26, 1994 Maturity Date: May 27, 1997
Extended Notice of
Maturity Extension
Date(s) Date(s)
-------- ---------
N/A N/A
Redemption Redemption Specified
Date(s) Price(s) Currency: U.S. Dollars
------- -------- Authorized
On any Interest 100% Denominations
Payment Date on or (Only applicable if
after 12/20/95 Specified Currency
is other than
U.S. Dollars): N/A
Repayment Repayment
Date(s) Price(s)
- --------- --------- Interest Payment
N/A N/A Period: 3 months*
Interest Payment
Dates: See Exhibit A
Total Amount of
OID: N/A
Yield to Maturity: N/A
Initial Accrual
Period OID and
Designated Method: N/A
Only applicable to Floating Rate Notes:
- ---------------------------------------
Initial
Interest Rate: To be calculated Interest Reset
as if 5/26/94 were Period: Daily
an Interest Reset Interest Reset
Date Dates: Each Business
Day (as defined
in the accompany-
ing Prospectus
Supplement) from
and including May
27, 1994 to but
excluding the
Maturity Date.
Index Maturity: 1 day
Base Rate: Spread (plus or
minus): +.30%
[_] CD Rate Spread Multiplier: N/A
[_] Commercial Paper Rate Maximum Interest
Rate: N/A
[X] Federal Funds Rate Minimum Interest
Rate: N/A
[_] LIBOR
Designated LIBOR Page (only
applicable if Designated LIBOR
Page is other than Telerate
Screen Page 3750): N/A
[_] Treasury Rate
[_] Prime Rate
</TABLE>
Additional Terms: *Interest payments on each Interest Payment Date and at
maturity or earlier redemption will include accrued interest
from and including the Original Issue Date or from and
including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, such Interest
Payment Date, Maturity Date or date of redemption.
IF THIS PRICING SUPPLEMENT RELATES TO AN ORIGINAL ISSUE DISCOUNT NOTE OR A NOTE
PROVIDING FOR A FLOATING RATE OF INTEREST, SEE BELOW FOR INFORMATION REGARDING
RECENT UNITED STATES TAX DEVELOPMENTS.
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<TABLE>
<CAPTION>
Exhibit A Interest Payment Dates:
- ---------
<S> <C> <C>
3/15/95 3/19/97
9/21/94 6/21/95 5/27/97
12/21/94 9/20/95
12/20/95
3/20/96
6/19/96
9/18/96
12/18/96
</TABLE>
<TABLE>
<S> <C>
Trade Date: May 19, 1994 Agent's Commission: $41,500
Name of Agent: Bank of America Proceeds to Corporation: $24,958,500
National Trust and
Savings Association
[_] Agent is purchasing Notes from
the Corporation at % of their
principal amount as principal for
[X] Agent is acting as agent for resale to investors and other
the sale of Notes by the purchasers at:
Corporation at a price to
public of: [_] a fixed initial public offering
price of 100% of the principal
[X] 100% of the principal amount amount.
[_] % of the principal amount [_] a fixed initial public offering
price of % of the principal
amount.
[_] varying prices relating to
prevailing market prices at time
of resale to be determined by
Agent.
</TABLE>
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Additional Information
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BankAmerica Corporation ("BAC") has entered into an agreement (the
"Agreement") to acquire Continental Bank Corporation ("Continental") for an
estimated 21.25 million shares of BAC common stock and $939 million in cash,
subject to adjustment in certain circumstances. Based on the BAC 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 (excluding shares held by holders
of the Series 2 stock, if any, exercising appraisal rights), will be converted,
respectively, into one share of Adjustable Preferred Stock, Series 1 and 2 of
BAC, having substantially the same terms. The closing of the acquisition is
subject to the satisfaction of certain conditions, including the approval of the
transaction by the holders of a majority of the outstanding shares of common
stock of Continental and the obtaining of certain regulatory approvals. In
addition, under certain circumstances BAC or Continental may terminate the
Agreement, as specified therein.
Continental is a Delaware corporation organized in 1968 and is registered
as a bank holding company under the Bank Holding Company Act of 1956, as
amended. Continental's principal subsidiary is Continental Bank N.A. 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.
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 BAC, and BAC does not warrant the
accuracy or completeness of such information.
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<PAGE>
Certain United States Federal Income Tax Consequences
-----------------------------------------------------
On January 27, 1994, the Recent Proposed Regulations (as defined in the
Prospectus Supplement) were issued as final Treasury Regulations (the "Final
Regulations"), with certain changes to respond to comments. Although the Final
Regulations apply to debt instruments issued on or after April 4, 1994, the
Final Regulations generally provide that taxpayers may rely on the Final
Regulations with respect to debt obligations issued after December 21, 1992. The
following is a summary of the material changes made by the Final Regulations to
the Recent Proposed Regulations relating to the discussion set forth in the
Prospectus Supplement under the heading "Certain United States Federal Income
Tax Consequences -- United States Holders -- Original Issue Discount Notes."
Among other changes, the Final Regulations expanded the determination of
the accrual period and allow it to be of any length selected by the Holder of
the Original Issue Discount Note and to vary in length over the term of the
Original Issue Discount Note, provided that each accrual period is no longer
than one year and each scheduled payment of principal or interest occurs
either on the final day of an accrual period or on the first day of an
accrual period. The Final Regulations also added a rule to provide that if a
debt instrument has payment intervals that are equal in length throughout the
term of the instrument, except for the first or last payment interval (or
intervals), the interest payment for that interval (or intervals) is
considered to be made at a fixed rate if the value of the rate on which the
payment is based is adjusted in any reasonable manner to take into account the
length of the interval. Specific rules with respect to a subsequent Holder's
treatment of a debt instrument issued with de minimis original issue
discount were also added.
The Final Regulations liberalized the rules with respect to variable rate
debt instruments by (i) allowing the issue price to exceed the total
noncontingent principal payments, provided that the excess is not greater than a
specific amount, (ii) allowing stated interest at one or more qualified floating
rates, at a single fixed rate and one or more qualified floating rates, at a
single objective rate, or at a single fixed rate and a single objective rate
that is a qualified inverse floating rate, (iii) providing that interest that is
stated at an initial fixed rate for a period of not more than one year, followed
by a qualified floating rate or an objective rate, is treated as stated at a
single qualified floating rate or an objective rate in certain circumstances,
(iv) allowing certain multiples of a qualified floating rate to be treated as a
qualified floating rate, and (v) providing for other rates to be treated as an
objective rate if designated by revenue ruling or revenue procedure. The
definition of an objective rate was both expanded and narrowed by the Final
Regulations. In addition, the Final Regulations revised and simplified the rules
for determining the accrual of original issue discount and amount of qualified
stated interest on a variable rate debt instrument. In general, the rules
convert the debt instrument into a fixed rate debt instrument and then apply the
general original issue discount rules to the debt instrument.
In view of these developments, persons considering the purchase of Original
Issue Discount Notes or Notes providing for a floating rate of interest should
consult their own tax advisors.
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