<PAGE>
PROSPECTUS SUPPLEMENT Rule 424(b)(5)
(To Prospectus Dated May 17, 1993) Registration No. 33-59892
$250,000,000
LOGO OF BANKAMERICA CORPORATION
7 5/8% SUBORDINATED NOTES DUE JUNE 15, 2004
Interest on the 7 5/8% Subordinated Notes Due June 15, 2004 (the "Notes") is
payable semiannually on June 15 and December 15, beginning December 15, 1994.
The Notes will be available for purchase in denominations of $1,000 and
integral multiples thereof. The Notes are subordinate to all present and future
Senior Debt (as defined in the accompanying Prospectus) of BankAmerica
Corporation (the "Corporation"). The Notes are not redeemable prior to
maturity. See "Description of Notes."
The Notes will be represented by one or more Global Notes (the "Global Notes")
registered in the name of a nominee of The Depository Trust Company, as
depository ("DTC"), or other depository. Beneficial interests in the Global
Notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC'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 the 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 for the Notes will therefore settle in
immediately available funds. So long as the Notes are represented by the 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 GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
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>
PROCEEDS TO
PRICE TO UNDERWRITING THE CORPORATION
PUBLIC (1) DISCOUNT (2) (1) (3)
<S> <C> <C> <C>
Per Note.................... 99.622% .370% 99.252%
Total....................... $249,055,000 $925,000 $248,130,000
</TABLE>
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from June 17, 1994 to date of delivery.
(2) The Corporation has agreed to indemnify the Underwriters against and
contribute toward certain liabilities, including liabilities under
applicable securities laws.
(3) Before deducting expenses payable by the Corporation estimated to be
$185,000.
The Notes are offered subject to receipt and acceptance by the Underwriters, to
prior sale and to the Underwriters' right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that delivery of the Global Notes will be made in book-entry form only through
the facilities of DTC, on or about June 17, 1994.
SALOMON BROTHERS INC SMITH BARNEY INC.
The date of this Prospectus Supplement is June 10, 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. The capital stock of Bank of America is the principal asset of
the Corporation.
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 March 31, 1994, the Corporation's depository subsidiaries operate retail
branches in Alaska, Arizona, Hawaii, Idaho, Nevada, New Mexico, Oregon and
Texas, in addition to California and Washington.
The Corporation, through its various subsidiaries, provides a diversified
range of financial services to its customers. The Corporation, primarily
through Bank of America and its other domestic banking subsidiaries, provides
consumer banking services (including residential real estate and other consumer
loans, deposit and investment services and credit card products and services)
and other retail banking services.
The Corporation, through its banking and other subsidiaries, provides
wholesale banking and financial products and services throughout the United
States and in overseas markets to business customers, including corporations,
middle market companies, governments and other institutions. These products and
services encompass corporate lending, business finance, leasing, cash
management services, trade finance and investment banking services, including
interest rate risk and foreign exchange management products, capital markets
products and advisory and venture capital services.
The Corporation has entered into an agreement (the "Agreement") to acquire
Continental Bank Corporation ("Continental") for an estimated 21.4 million
shares of the Corporation's common stock and $946 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
(excluding shares held by holders of the
S-2
<PAGE>
Series 2 stock, if any, exercising appraisal rights), will be converted,
respectively, into one share of Adjustable 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, 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 other circumstances the Corporation 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 BHC Act. 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 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>
THREE MONTHS
ENDED MARCH 31, 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......................... 3.51 3.63 3.55 3.18 3.25 2.39 2.29
Including interest on depos-
its......................... 1.84 1.76 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 June 15, 2004 and are limited to
$250,000,000 aggregate principal amount. The Notes are not redeemable prior to
maturity.
S-3
<PAGE>
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 DTC'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 March 31, 1994, the Corporation (the Parent) had
approximately $10.4 billion of Senior Debt outstanding. See "Description of
Debt Securities--Subordination" in the accompanying Prospectus.
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 June 17, 1994 at 7 5/8% per annum payable
each June 15 and December 15, commencing December 15, 1994, and at maturity
(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 June 1 or December 1 next preceding such Interest
Payment Date. See "Book-Entry System" below.
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, 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.
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 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
S-5
<PAGE>
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
Subject to the terms and conditions contained in the Underwriting Agreement,
the Corporation has agreed to sell to each of the Underwriters named below, and
each of the Underwriters has severally agreed to purchase, the respective
principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME NOTES
---- ------------
<S> <C>
Salomon Brothers Inc ....................................... $225,000,000
Smith Barney Inc. .......................................... 25,000,000
------------
TOTAL.................................................. $250,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligation 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 they 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 0.325% of the principal amount of the Notes; that
the Underwriters and such dealers may allow a discount not to exceed 0.250% of
the principal amount of the Notes 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.
Certain of the Underwriters have advised the Corporation that they intend to
act as market makers for the Notes. However, none of the Underwriters is
obligated to do so and any Underwriter 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 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
INFORMATION, OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR BY ANY OF THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
----------------
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>
$250,000,000
LOGO OF BANKAMERICA CORPORATION
7 5/8% SUBORDINATED NOTES
DUE JUNE 15, 2004
SALOMON BROTHERS INC
SMITH BARNEY INC.
PROSPECTUS SUPPLEMENT
DATED JUNE 10, 1994
