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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
February 6, 1995
(Date of earliest event reported)
BankAmerica Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-7377 94-1681731
(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
(Address of principal executive offices) (Zip Code)
415-622-3530
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Attached hereto as Exhibit 99 is a copy of BankAmerica
Corporation's press release dated February 6, 1995 titled "BankAmerica Board
Increases Common Stock Dividend and Approves Stock Repurchase Program."
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
99 BankAmerica Corporation press release dated February 6, 1995
titled "BankAmerica Board Increases Common Stock Dividend and
Approves Stock Repurchase Program."
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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
(Registrant)
Date: February 6, 1995
By /s/ James H. Williams
James H. Williams
Executive Vice President
2
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EXHIBIT INDEX
Exhibit Number Description
99 BankAmerica Corporation press release dated
February 6, 1995 titled "BankAmerica Board
Increases Common Stock Dividend and Approves
Stock Repurchase Program."
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BankAmerica Corporation Logo Appears Here
Exhibit 99
BankAmerica Corporation News
For release:
Peter Magnani
(415) 953-2418
BANKAMERICA BOARD INCREASES COMMON STOCK DIVIDEND
AND APPROVES STOCK REPURCHASE PROGRAM
SAN FRANCISCO, February 6, 1995 -- BankAmerica Corporation (NYSE:BAC)
today announced that its Board of Directors has increased the quarterly
dividend on the corporation's common stock to $0.46 per share from the
$0.40 per share paid in December 1994. The dividend is payable on March 14 to
shareholders of record on February 22.
The Board also authorized a stock repurchase program. The program enables
the corporation to buy back approximately $1.9 billion of its common stock,
and to buy back or redeem approximately $500 million of its preferred stock,
by the end of 1997.
"We believe that BankAmerica its generating capital at a rate in excess
of the capital requirements needed to support current investment
opportunities," Richard M. Rosenberg, chairman and chief executive officer,
said. "The increased dividend and stock repurchase program enable the
corporation to return capital to shareholders and still remain well
positioned to benefit from an improving California economy and from
continuing growth in most of its other domestic and offshore markets."
Under the stock repurchase program, the corporation may purchase up to
$800 million of its common stock during 1995 and 1996. During each quarter of
1995, 1996, and 1997, the corporation may purchase an additional amount of
common stock up to the level of amortization of goodwill and core deposit
intangible assets for that quarter -- currently approximately $90 million per
quarter. Any unused repurchase authority based on the amortization level may
be rolled forward for up to four quarters until used. Based on its closing
price on February 3, the corporation's outstanding common stock had a market
value in excess of $17 billion. Repurchased common stock will be added to the
corporation's treasury shares and will be available for general corporate
purposes.
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The corporation currently has twelve series of outstanding preferred
stock, with an aggregate market value of approximately $3 billion. Except
to the extent that an entire series of preferred stock is redeemed, the
corporation does not intend to make any repurchases or redemptions that
would cause a series of preferred stock to be delisted. Repurchased and
redeemed preferred stock will be retired and restored to the status of
authorized but unissued preferred stock without designation as to series.
The corporation expects to make the repurchases from time to time in
the open market or otherwise. Repurchases may begin immediately. The program
may be discontinued or suspended at any time.
The directors also declared the following quarterly dividends on
BankAmerica's preferred stock:
$0.8125 per share for Series A preferred stock;
$1.50 per share for Series B preferred stock;
$0.60156 per share for Series F preferred stock;
$0.8125 per share for Series G preferred stock
$0.5625 per share for Series H preferred stock
$13.75 per share for Series I preferred stock;
$13.75 per share for Series J preferred stock
$0.52344 per share for Series K preferred stock;
$10.20 per share for Series L preferred stock;
$9.84375 per share for Series M preferred stock;
$10.625 per share for Series N preferred stock;
$0.9375 per share for Series 1 preferred stock.
Dividends on the nine series of preferred stock, A, B, F, G, H, K,
L, M, and N will be paid on February 28, 1995 to shareholders of record
on February 16, 1995. Dividends on the Series I and J preferred stock and
Series 1 preferred stock will be paid on March 31, 1995 to shareholders
of record on March 15, 1995.
Each holder of a depositary share of Preferred Series I, J, L, M,
or N is entitled to receive one-twentieth of the declared dividend.
With assets of $215 billion at year-end 1994, BankAmerica is the
second-largest banking company in the United States. The corporation
earned $5.36 per share in 1994, on net income of $2.176 billion.
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