<PAGE>
PROSPECTUS SUPPLEMENT Rule 424(b)(5)
(To Prospectus Dated May 17, 1993) Registration No. 33-59892
$300,000,000
COMPANY LOGO/BANKAMERICA CORPORATION
7.20% SUBORDINATED NOTES DUE APRIL 15, 2006
------------------
Interest on the 7.20% Subordinated Notes Due April 15, 2006 (the "Notes") is
payable semiannually on April 15 and October 15, beginning October 15, 1994.
The Notes are not redeemable prior to maturity. The Notes are subordinate to
all present and future Senior Debt (as defined in the accompanying Prospectus)
of BankAmerica Corporation (the "Corporation"). 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. The Notes will be available for
purchase in denominations of $1,000 and integral multiples 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. 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.
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<TABLE>
<CAPTION>
Proceeds to
Price to Underwriting the Corporation
Public (1) Discount (2) (1)(3)
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<S> <C> <C> <C>
Per Note.............................. 99.592% .435% 99.157%
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Total................................. $298,776,000 $1,305,000 $297,471,000
</TABLE>
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(1) Plus accrued interest, if any, from April 4, 1994 to date of delivery.
(2) The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under certain securities laws.
(3) Before deducting expenses payable by the Corporation estimated at $200,000.
------------------
The Notes offered by this Prospectus Supplement are offered by the
Underwriters subject to prior sale, withdrawal, cancellation or modification of
the offer without notice, to delivery to and acceptance by the Underwriters and
to certain further conditions. 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
April 4, 1994.
------------------
LEHMAN BROTHERS
UBS SECURITIES INC.
SMITH BARNEY SHEARSON INC.
March 23, 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, through its banking and other
subsidiaries, provides banking and financial services throughout the United
States and in selected overseas markets to consumers and business customers
including corporations, governments and other institutions.
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 on April 1, 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, and is expected
to continue to be, 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.
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 has entered into an agreement (the "Agreement") to acquire
Continental Bank Corporation ("Continental") for an estimated 21.25 million
shares of the Corporation's common stock and $939 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, 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
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.
The Agreement also provides for the termination of the Agreement by the
Corporation, in its sole discretion, during the 10 business day period
beginning after the date of receipt by the Corporation of certain Continental
disclosure schedules in form and detail of presentation reasonably satisfactory
to the Corporation. That 10 business day period has expired and the Corporation
did not exercise such termination right. In addition, the disclosure schedule
receipt date also began a 30 calendar day period (10 business days of which
overlap the sole discretion termination period described in the preceding
sentence) during which period the Corporation may terminate the Agreement if
the Corporation identifies any circumstances which, in the reasonable judgment
of the Corporation's
S-2
<PAGE>
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 the
Corporation of the acquisition, (ii) be inconsistent in any material and
adverse respect with any of the representations and warranties of Continental
contained in the Agreement, (iii) materially and adversely affect the business,
operations, properties, financial condition, results of operations or prospects
of Continental and its subsidiaries on a consolidated basis or (iv) deviate
materially and adversely from Continental's financial statements for the year
or quarter ended December 31, 1993. 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>
YEAR ENDED DECEMBER 31,
------------------------------
1993(a) 1992(a) 1991 1990 1989
------- ------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED CHARGES
Excluding interest on deposits................. 3.55 3.18 3.25 2.39 2.29
Including interest on deposits................. 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 April 15, 2006 and are limited to
$300,000,000 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 December 31, 1993, 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 principal
subsidiary, Bank of America, 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 April 4, 1994 at 7.20% per annum payable
each April 15 and October 15, commencing October 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 April 1 or October 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
Under the terms and subject to the conditions of the Underwriting Agreement
dated the date of this Prospectus Supplement, the Underwriters named below (the
"Underwriters") have severally agreed to purchase from the Corporation the
following respective principal amounts of the Notes at the public offering
price set forth on the cover page of this Prospectus Supplement less the
underwriting discount.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME NOTES
---- ------------
<S> <C>
Lehman Brothers Inc......................................... $200,000,000
UBS Securities Inc.......................................... 75,000,000
Smith Barney Shearson Inc................................... 25,000,000
------------
TOTAL.................................................. $300,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the Notes is subject to approval of certain
legal matters by counsel and to certain other conditions. The Underwriters are
obligated to take and pay for all of the Notes if any are taken.
The Corporation has been advised by the Underwriters that they propose
initially to offer the Notes directly to the public 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 not in excess of .40% of the principal
amount of the Notes. The Underwriters may allow and such dealers may reallow a
concession not in excess of .25% of the principal amount. After the initial
public offering, the public offering price and such concessions may be changed.
The Underwriting Agreement provides that the Corporation will 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.
The Notes are a new issue of securities with no established trading market.
The Corporation has been advised by the Underwriters that they intend initially
to make a market in the Notes, but the Underwriters are not obligated to do so
and 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 offered
hereby. The Corporation has no intention to apply for listing of the Notes on
any securities exchange.
All secondary trading in the Notes will settle in immediately available
funds. See "Description of Notes--Same-Day Settlement and Payment."
Certain of the Underwriters, and certain affiliates thereof, engage in
transactions with and perform services for the Corporation or its affiliates
from time to time in the ordinary course of business.
S-7
<PAGE>
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No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus or
the accompanying Prospectus Supplement and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Corporation or the Underwriters. This Prospectus and the accompanying
Prospectus Supplement do not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer in such jurisdiction. Neither
the delivery of this Prospectus or any Prospectus Supplement nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Corporation since the date
hereof.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
PAGE
----
<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>
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$300,000,000
COMPANY LOGO/BANKAMERICA CORPORATION
7.20% SUBORDINATED NOTES
DUE APRIL 15, 2006
----------------
PROSPECTUS SUPPLEMENT
March 23, 1994
----------------
LEHMAN BROTHERS
UBS SECURITIES INC.
SMITH BARNEY SHEARSON INC.
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