<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1994
FILE NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
BANKAMERICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-1681731
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
BANK OF AMERICA CENTER
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
BANKAMERICA CORPORATION
1992 MANAGEMENT STOCK PLAN
(FULL TITLE OF THE PLAN)
CHERYL SOROKIN
BANKAMERICA CORPORATION
BANK OF AMERICA CENTER
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE: 415/622-3530
(NAMES, ADDRESSES AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE(2) PRICE (2) REGISTRATION FEE (2)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,579,121 shares $48.1875 $172,468,893.19 $59,472
$1.5625 par value(3)
==========================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration
Statement also covers an additional indeterminate number of shares which
by reason of certain events specified in the Plan may become subject to the
Plan.
(2) Pursuant to Rule 457(h), the maximum offering price was calculated to be $
upon the basis of the average of the high and low prices of the Common
Stock reported on the consolidated reporting system as of May 24, 1994,
as reprinted in The Wall Street Journal, Western Edition.
(3) Each share of Common Stock registered pursuant to this Registration
Statement includes a preferred share purchase right.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of BankAmerica
Corporation's Registration Statement on Form S-8 (File No. 33-50124) as filed
with the Securities and Exchange Commission on July 29, 1992 are incorporated
herein by reference. This Registration Statement is being filed to register an
additional 3,579,121 shares of BankAmerica Corporation common stock that became
available in 1994 under the terms of the BankAmerica Corporation 1992 Management
Stock Plan for grants and awards under the plan.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of San Francisco, and the State of
California, on this 31 day of May, 1994.
BANKAMERICA CORPORATION
(Registrant)
By *RICHARD M. ROSENBERG
------------------------------------
(Richard M. Rosenberg,
Chairman of the Board
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 31, 1994 by the following
persons in the capacities indicated.
THE REGISTRANT:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Principal Executive Officer and Director:
*RICHARD M. ROSENBERG Chairman of the Board, Chief
Executive Officer and Director
Principal Financial Officer and Director:
*LEWIS W. COLEMAN Vice Chairman of the Board,
Chief Financial Officer,
Treasurer and Director
Principal Accounting Officer:
/s/ PAUL R. OGORZELEC Executive Vice President
___________________________________
(Paul R. Ogorzelec)
A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS:
*JOSEPH B. ALIBRANDI Director
*PETER B. BEDFORD Director
*ANDREW F. BRIMMER Director
*RICHARD A. CLARKE Director
*TIMM F. CRULL Director
*KATHLEEN FELDSTEIN Director
*DONALD E. GUINN Director
*PHILIP M. HAWLEY Director
*FRANK L. HOPE Director
*IGNACIO E. LOZANO, JR. Director
*CORNELL C. MAIER Director
*WALTER E. MASSEY Director
*A. MICHAEL SPENCE Director
*By /s/ STEVEN D. KRIEG
-----------------------
(Steven D. Krieg,
Attorney-in-Fact)
Dated: May 31, 1994
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
5 Opinion of Counsel
23.1 Consent of Independent Auditors Ernst & Young
23.2 Consent of Independent Accountants Price
Waterhouse
23.3 Consent of Michael J. Halloron (included in
Exhibit 5.)
24.1 Powers of Attorney of Directors
24.2 Power of Attorney of Registrant
</TABLE>
<PAGE>
EXHIBIT 5
May 27, 1994
Members of the Board of Directors
BankAmerica Corporation
Bank of America Center
555 California Street
San Francisco, CA 94104
Dear Board Members:
I am the Executive Vice President and General Counsel of BankAmerica
Corporation ("BAC") and in that capacity I have acted as counsel for BAC in
connection with the registration under the Securities Act of 1933, as amended,
of 3,579,121 shares of BAC common stock, $1.5625 par value (the "Common Stock"),
pursuant to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by BAC with the Securities and Exchange Commission.
I have examined or caused to be examined such corporate records,
certificates and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion. On the basis of such
examination, it is my opinion that the Common Stock, when issued in the manner
contemplated by the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ MICHAEL J. HALLORAN
Michael J. Halloran
Executive Vice President
and General Counsel
MJH/SDK/jcf
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated June 1, 1994 pertaining to the BankAmerica Corporation 1992
Management Stock Plan of our report dated January 18, 1994, except for Note 2,
as to which the date is January 27, 1994, with respect to the consolidated
financial statements of BankAmerica Corporation incorporated by reference in its
Annual Report on Form 10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG
ERNST & YOUNG
San Francisco, California
May 31, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 to be filed on or about June 1, 1994 of our report dated
January 18, 1994, except as to Note 1, which is as of January 28, 1994, relating
to the consolidated financial statements of Continental Bank Corporation, which
is included in Continental Bank Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993, and which is incorporated by reference in the
Current Report on Form 8-K dated March 21, 1994 of BankAmerica Corporation. We
also consent to the reference to our firm as experts in accounting and auditing
in Item 5 of such Form 8-K.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
Chicago, Illinois
May 27, 1994
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ JOSEPH F. ALIBRANDI
-------------------------------
Joseph F. Alibrandi
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ PETER B. BEDFORD
-------------------------------
Peter B. Bedford
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 6, 1994
-----------
/s/ ANDREW F. BRIMMER
-------------------------------
Andrew F. Brimmer
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 8, 1994
-----------
/s/ RICHARD A. CLARKE
-------------------------------
Richard A. Clarke
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Vice Chairman of the Board, Chief Financial Officer and
Treasurer of BankAmerica Corporation, hereby constitutes and appoints Cheryl
Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A. Boyle, and each of
them, his attorneys-in-fact, each with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign registration
statements under the Securities Act of 1933 relating to employee benefit plans
of this Corporation and/or any participating subsidiaries, including, but not
limited to, the BankAmerishare Plan, the Management Incentive Stock Plan, the
1992 and 1987 Management Stock Plans, Stock Option Plan B, and all amendments
(including post-effective amendments) thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ LEWIS W. COLEMAN
-------------------------------
Lewis W. Coleman
[Principal Financial Officer-Employee Benefit Plans]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ TIMM F. CRULL
-------------------------------
Timm F. Crull
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ KATHLEEN FELDSTEIN
-------------------------------
Kathleen Feldstein
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 4, 1994
-----------
/s/ DONALD E. GUINN
-------------------------------
Donald E. Guinn
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 4, 1994
-----------
/s/ PHILIP M. HAWLEY
-------------------------------
Philip M. Hawley
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ FRANK L. HOPE, JR.
-------------------------------
Frank L. Hope, Jr.
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ IGNACIO E. LOZANO, JR.
-------------------------------
Ignacio E. Lozano, Jr.
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ CORNELL C. MAIER
-------------------------------
Cornell C. Maier
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ WALTER E. MASSEY
-------------------------------
Walter E. Massey
[Directors-Employee Benefit Plan]
<PAGE>
POWER OF ATTORNEY
The undersigned, Chairman of the Board and Chief Executive Officer of
BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey
R. Lapic, Steven D. Krieg and Judith A. Boyle, and each of them, his attorneys-
in-fact, each with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign registration statements under the
Securities Act of 1933 relating to employee benefit plans of this Corporation
and/or any participating subsidiaries, including, but not limited to, the
BankAmerishare Plan, the Management Incentive Stock Plan, the 1992 and 1987
Management Stock Plans, Stock Option Plan B, and any and all amendments
(including post-effective amendments) thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 4, 1994
-----------
/s/ RICHARD M. ROSENBERG
-------------------------------
Richard M. Rosenberg
[Principal Executive Officer-Employee Benefit Plans]
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of BankAmerica Corporation, hereby constitutes
and appoints Cheryl Sorokin, Jeffrey R. Lapic, Steven D. Krieg and Judith A.
Boyle, and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerishare Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, and any and all amendments (including post-effective amendments)
thereto.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1995.
Dated: February 7, 1994
-----------
/s/ A. MICHAEL SPENCE
-------------------------------
A. Michael Spence
[Directors-Employee Benefit Plan]
<PAGE>
APPOINTMENT OF ATTORNEYS-IN-FACT
FOR FORM S-8 REGISTRATION STATEMENTS
The Board of Directors of BankAmerica Corporation ("BAC") authorizes and
determines each of Michael J. Halloran, Cheryl Sorokin, Jeffrey R. Lapic and
Steven D. Krieg, is appointed attorney-in-fact, with full power of substitution,
for and on behalf of BAC for the purpose of executing and filing with the
Securities and Exchange Commission Registration Statements on Form S-8 covering
shares of BAC common stock as may be deliverable pursuant to: (i) the
Continental Bank Corporation stock options and stock appreciation rights that
are assumed by BAC pursuant to the Restated Merger Agreement between BAC and
Continental Bank Corporation and (ii) the BAC 1992 Management Stock Plan, and
any and all amendments (including post-effective amendments) thereto.
CERTIFICATION
-------------
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, State of California, certify that the foregoing resolution is a true
and correct copy of the resolution adopted by the Board of Directors of
BankAmerica Corporation, at a meeting held on May 26, 1994. This resolution is
still in effect.
-----------------------------
Secretary
BANKAMERICA CORPORATION
Dated: May 31, 1994
