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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 31, 1994
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(Date of earliest event reported)
BankAmerica Corporation
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(Exact name of registrant as specified in its charter)
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Delaware 1-7377 94-1681731
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
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Bank of America Center
555 California Street
San Francisco, California 94104
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(Address of principal executive offices) (Zip Code)
415-622-3530
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
(a) On August 31, 1994, Continental Bank Corporation ("CBC"), a
Delaware corporation, was merged (the "Merger") with and into BankAmerica
Corporation ("BAC") pursuant to a Restated Agreement and Plan of Merger dated
as of January 27, 1994 between CBC and BAC (the "Merger Agreement"). The
Merger Agreement was approved and adopted by the stockholders of CBC at the
Annual Meeting of Stockholders of CBC held on June 27, 1994. The Merger became
effective at 11:59 p.m., Pacific Time, on August 31, 1994, in accordance with
the Certificate of Merger filed by BAC with the Secretary of State of the State
of Delaware pursuant to Section 251 of the Delaware General Corporation Law.
In the Merger, (i) each outstanding share of CBC common stock was
converted into either .7993 shares of BAC common stock, subject to provisions
for the payment of cash for fractional shares, or $38.2970 per share in cash,
(ii) each outstanding share of CBC's Adjustable Rate Preferred Stock, Series 1
was converted into one share of BAC's Adjustable Rate Preferred Stock, Series 1
and (iii) each outstanding share of CBC's Adjustable Rate Cumulative Preferred
Stock, Series 2 was converted into one share of BAC's Adjustable Rate
Cumulative Preferred Stock, Series 2. The terms and provisions of such BAC
preferred shares are substantially similar to the correlative series of CBC
preferred shares.
In connection with the Merger, CBC common stockholders were given the
opportunity to elect to receive either all cash or all BAC common stock, or to
make no election for their shares. According to figures from the Exchange
Agent for the transaction, holders of approximately 21.9 million CBC common
shares elected cash, holders of approximately 27.8 million CBC common shares
elected BAC common stock and holders of approximately .5 million CBC common
shares chose the "no election" preference. Shares for which no election forms
were submitted by the election deadline of August 16, 1994, were treated as "no
election" shares. Those CBC common stockholders who elected stock were also
given the opportunity to divide their CBC common stockholdings into stock
blocks of not less than 5,000 shares (the "Stock Blocks"). Holders who elected
stock and did not divide their holdings into Stock Blocks were each treated as
holding a single Stock Block.
Pursuant to the Merger Agreement, the aggregate amount of BAC common
stock issued in the transaction was approximately 21.5 million shares and the
aggregate amount of cash paid to CBC common stockholders in the Merger was
approximately $952,000,000. Based on the allocation procedures set forth in the
Merger Agreement, there was an overelection by CBC common stockholders of
approximately .7 million shares of BAC common stock. As a result, all CBC
common stockholders who elected to receive cash or who chose or were deemed to
have chosen the "no election"
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preference, will receive cash in the amount of $38.2970 for each share of CBC
common stock. As to those CBC common stockholders who elected to receive BAC
common stock, the Exchange Agent for the transaction selected, at random, a
sufficient number of Stock Blocks to receive cash so that the number of shares
of BAC common stock issued in the Merger was approximately 21.5 million.
The funds used to pay the cash amount payable in respect to the
shares of CBC common stock and used to pay cash for fractional shares came from
BAC's general working capital funds. The nature and amount of consideration
paid to CBC stockholders in the Merger was determined by negotiation between
CBC and BAC.
The description of the Merger, and of the BAC Adjustable Rate
Preferred Stock, Series 1 and the BAC Adjustable Rate Cumulative Preferred
Stock, Series 2 is contained in the Proxy Statement-Prospectus of CBC and BAC
dated May 23, 1994, including the annexes thereto. A copy of the Merger
Agreement is attached as Exhibit 2 to BAC's Current Report on Form 8-K dated
March 11, 1994. Copies of the Certificates of Designation, Preferences and
Rights of BAC's Adjustable Rate Preferred Stock, Series 1, and BAC's Adjustable
Rate Cumulative Preferred Stock, Series 2 are attached as Exhibits 1 and 2,
respectively, to BAC's Registration Statement on Form 8-A dated August 1, 1994.
(b) The plant, equipment and other physical property acquired by
BAC in the Merger was not material.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Portions of CBC's Annual Report on Form 10-K for the year
ended December 31, 1993 previously filed with the Securities
and Exchange Commission are hereby incorporated by reference
in this Current Report at Exhibit 99.a. The following
audited consolidated financial statements and accompanying
notes of CBC and its subsidiaries are incorporated:
Continental Bank Corporation.
(1) Consolidated Balance Sheet - December 31,
1993.
(2) Consolidated Statement of Operations - year
ended December 31, 1993.
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(3) Consolidated Statement of Cash Flows - year
ended December 31, 1993.
(4) Consolidated Statement of Changes in
Stockholders' Equity - year ended
December 31, 1993.
(5) Notes to Financial Statements (to the
extent applicable to the foregoing
financial statements and except for the
portions of those notes that are
specifically identified therein as
unaudited).
Such audited consolidated financial statements and
accompanying notes of CBC and its subsidiaries have been
included herein in reliance on the report of Price
Waterhouse LLP, independent accountants, which is also
incorporated by reference in this Current Report at Exhibit
99.a, given on the authority of said firm as experts in
accounting and auditing. The consent of Price Waterhouse
LLP is attached as Exhibit 23.
Portions of CBC's quarterly report on Form 10-Q for the
quarter ended June 30, 1994 previously filed with the
Securities and Exchange Commission are hereby incorporated
by reference in this Current Report at Exhibit 99.b. The
following unaudited consolidated financial statements and
accompanying notes of CBC and its subsidiaries are
incorporated:
(1) Consolidated Balance Sheet - June 30, 1994.
(2) Consolidated Income Statement - three
months and six months ended June 30, 1994.
(3) Consolidated Statement of Cash Flows - six
months ended June 30, 1994.
(4) Consolidated Statement of Changes in
Stockholders' Equity - six months ended
June 30, 1994.
(5) Notes to Consolidated Financial Statements
(to the extent applicable to the foregoing
financial statements).
All information relating to CBC and its subsidiaries has
been supplied by CBC and not by
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BAC, and BAC does not warrant the accuracy or completeness
of such information.
(b) Pro Forma Financial Information.
The pro forma financial information required pursuant to
Article 11 of Regulation S-X is incorporated herein by
reference in this Current Report at Exhibit 99.c from
BAC's Current Report on Form 8-K dated August 11, 1994,
which was previously filed with the Securities and Exchange
Commission.
(c) Exhibits.
The following exhibits are filed with this Current Report,
except for Exhibits 99.a and 99.b, which are incorporated by
reference from CBC's filings as indicated and except for
Exhibit 99.c, which is incorporated by reference from BAC's
filing as indicated.
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Exhibit Number Description
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23 Consent of Price Waterhouse LLP
99.a. The following audited financial statements of CBC and its
subsidiaries and accompanying notes and Report of
Independent Accountants are incorporated by reference from
CBC's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-5872): Consolidated Balance
Sheet - December 31, 1993, Consolidated Statement of
Operations, Consolidated Statement of Cash Flows and
Consolidated Statement of Changes in Stockholders' Equity
for the year ended December 31, 1993; Notes to Financial
Statements (to the extent applicable to the foregoing
financial statements and except for the portions of those
notes that are specifically identified therein as
unaudited); and Report of Independent Accountants.
(Portions of
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CBC's Form 10-K not specifically incorporated by
reference are not required for this Current Report and
are not incorporated by reference herein).
99.b. The following unaudited financial statements of CBC and
its subsidiaries and accompanying notes are incorporated
by reference from CBC's quarterly report on Form 10-Q for
the quarter ended June 30, 1994 (File No. 1-5872):
Consolidated Balance Sheet - June 30, 1994, Consolidated
Income Statement for the three months and six months
ended June 30, 1994, Consolidated Statement of Cash Flows
and Consolidated Statement of Changes in Stockholders'
Equity for the six months ended June 30, 1994; Notes to
Consolidated Financial Statements (to the extent
applicable to the foregoing financial statements).
(Portions of CBC's Form 10-Q not specifically
incorporated by reference are not required for this
Current Report and are not incorporated by reference
herein).
99.c. Pro forma financial information required pursuant to
Article 11 of Regulation S-X is incorporated by reference
from BAC's Form 8-K dated August 11, 1994 (File No.
1-7377).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANKAMERICA CORPORATION
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(Registrant)
Date: September 1, 1994 By /s/ JAMES H. WILLIAMS
_________________________
James H. Williams
Executive Vice President
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Exhibit Index 1
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Exhibit Number Description
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23 Consent of Price Waterhouse LLP
99.a. The following audited financial statements of CBC and
its subsidiaries and accompanying notes and Report of
Independent Accountants are incorporated by reference
from CBC's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-5872):
Consolidated Balance Sheet - December 31, 1993,
Consolidated Statement of Operations, Consolidated
Statement of Cash Flows and Consolidated Statement of
Changes in Stockholders' Equity for the year ended
December 31, 1993; Notes to Financial Statements (to
the extent applicable to the foregoing financial
statements and except for the portions of those notes
that are specifically identified therein as
unaudited); and Report of Independent Accountants.
(Portions of CBC's Form 10-K not specifically
incorporated reference are not required for this
Current Report and are not incorporated by reference
herein).
99.b. The following unaudited financial statements of CBC
and its subsidiaries and accompanying notes are
incorporated by reference
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___________________
1 The following exhibits are filed with this Current Report, except for
Exhibits 99.a and 99.b, which are incorporated by reference from CBC's filings
as indicated and except for Exhibit 99.c, which is incorporated by reference
from BAC's filing as indicated.
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from CBC's quarterly report on Form 10-Q for the
quarter ended June 30, 1994 (File No. 1-5872):
Consolidated Balance Sheet - June 30, 1994,
Consolidated Income Statement for the three months
and six months ended June 30, 1994, Consolidated
Statement of Cash Flows and Consolidated Statement
of Changes in Stockholders' Equity for the six months
ended June 30, 1994; Notes to Consolidated Financial
Statements (to the extent applicable to the foregoing
financial statements). (Portions of CBC's Form 10-Q
not specifically incorporated by reference are not
required for this Current Report and are not
incorporated by reference herein).
99.c. Pro forma financial information required pursuant to
Article 11 of Regulation S-X is incorporated by
reference from BAC's Form 8-K dated August 11, 1994
(File No. 1-7377).
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EXHIBIT 23
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in Registration
Statement No. 33-55225 on Form S-8 filed August 25, 1994; Registration
Statement No. 33-54385 on Form S-3 filed June 30, 1994, as amended by
Pre-Effective Amendment No. 1 filed August 17, 1994; Registration Statement No.
33-53919 on Form S-8 filed June 1, 1994; Registration Statement No. 33-53667 on
Form S-4 filed May 17, 1994, as amended by Pre- Effective Amendment No. 1 filed
May 20, 1994; Registration Statement No. 33-51333 on Form S-4 filed December 8,
1993, as amended by Pre-Effective Amendment No. 1 filed January 12, 1994;
Registration Statement No. 33-60648 on Form S-8 filed April 2, 1993;
Registration Statement No. 33-59892 on Form S-3 filed March 23, 1993, as
amended by Pre-Effective Amendment No. 1 filed May 14, 1993; Registration
Statement No. 33-51064 on Form S-3 filed August 20, 1992, as amended by
Pre-Effective Amendment No. 1 filed October 23, 1992; Registration Statement
No. 33-50124 on Form S-8 filed July 29, 1992; Registration Statement No.
33-65326 on Form S-8 filed July 1, 1993; Registration Statement No. 33-43862
on Form S-3 filed November 12, 1991, as amended by Pre-Effective Amendment No.
1 filed January 17, 1992 (to which the prospectus in 33-51064 also applies);
Registration Statement No. 33-36718 on Form S-3 filed September 7, 1990, as
amended by Pre-Effective Amendment No. 1 filed November 28, 1990 (to which the
prospectus in 33-51064 also applies); Registration Statement No. 33-26755 on
Form S-3 filed January 27, 1989, as amended by Pre-Effective Amendment No. 1
filed February 16, 1989 and Post-Effective Amendment No. 1 filed November 3,
1992; Registration Statement No. 33-23192 on Form S-3 filed July 21, 1988, as
amended by Pre-Effective Amendment No. 1 filed September 13, 1988 (to which the
prospectus in 33-51064 also applies); Registration Statement No. 33-11516 on
Form S-3 filed January 26, 1987, as amended by Amendment No. 1 filed March 12,
1987 and Amendment No. 2 filed April 3, 1987 (to which the prospectus in
33-36718 also applies); Registration Statement No. 2-93664 on Form S-3 filed
October 9, 1984, as amended by Amendment No. 1 filed November 23, 1984;
Registration Statement No. 33-28252 on Form S-8 filed April 19, 1989, as
amended by Post-Effective Amendment No. 1 filed August 15, 1989 and
Post-Effective Amendment No. 2 filed February 22, 1990; Registration Statement
No. 33-13368 on Form S-8 (to which the prospectus in 33-28252 also applies);
Registration Statement No. 33-29646 on Form S-8 filed June 30, 1989, as amended
by Post-Effective Amendment No. 1 filed August 3, 1990; and Registration
Statement Nos. 2-82873, 2-71577, 2-64201, 2-58595, 2-57423, 2-53068, 2-47747,
2-32651 and 33-14135 on Form S-8 (to all of which the prospectus in 33-29646
also applies) of BankAmerica Corporation of our report dated January 18, 1994,
except as to Note 1, which is as of January
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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 of BankAmerica Corporation dated
August 31, 1994. We also consent to the reference to our firm as experts in
accounting and auditing in Item 7 of such Form 8-K.
/s/ PRICE WATERHOUSE LLP
Chicago, Illinois
August 31, 1994
