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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
March 29, 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)
Delaware 1-7377 94-1681731
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
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 5. Other Events.
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BankAmerica Corporation ("BankAmerica" or "registrant"), a Delaware
corporation, and Continental Bank Corporation ("CBC"), a Delaware corporation,
have entered into a Restated Agreement and Plan of Merger between BankAmerica
and CBC dated as of January 27, 1994 (the "Restated Agreement") pursuant to
which CBC will be merged with and into BankAmerica in a transaction in which
BankAmerica will be the surviving entity (such transaction, the "Merger").
Under the Restated Agreement, CBC was obligated to provide to BankAmerica
certain disclosure schedules in form and detail of presentation reasonably
satisfactory to BankAmerica. The Restated Agreement provides further that
BankAmerica had the right to terminate the Restated Agreement during the 30
calendar day period beginning after the date of receipt by BankAmerica of the
disclosure schedules if BankAmerica identified any circumstances which, in the
reasonable judgment of BankAmerica's 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 BankAmerica of the Merger, (ii) be
inconsistent in any material and adverse respect with any of the representations
and warranties of CBC contained in the Restated Agreement, (iii) materially and
adversely affect the business, operations, properties, financial condition,
results of operations or prospects of CBC and its subsidiaries on a consolidated
basis or (iv) deviate materially and adversely from CBC's financial statements
for the year or quarter ended December 31, 1993. The 30 calendar day period
during which BankAmerica could exercise such right of termination with respect
to the Restated Agreement has expired, and BankAmerica did not exercise such
termination right.
In addition to the termination right discussed above, under certain other
circumstances, BankAmerica or CBC may terminate the Restated Agreement, as
specified therein.
The Restated Agreement is attached as an exhibit to BankAmerica's current
report on Form 8-K dated March 11, 1994 (earliest event reported), as filed with
the Securities and Exchange Commission on March 15, 1994. The foregoing
discussion of the Restated Agreement does not purport to be a complete summary
of the Restated Agreement and is qualified in its entirety by reference to such
exhibit.
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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: March 30, 1994 By: /s/ JOSEPH B. THARP
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Joseph B. Tharp
Executive Vice President
and Financial Controller
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