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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
January 6, 1995
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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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Attached hereto as Exhibit 99 is a copy of a joint press release from
BankAmerica Corporation and Arbor National Holdings, Inc. dated January 16, 1995
titled "ARBOR National Holdings/BankAmerica Merger -- Regulatory Approvals
Received."
Item 7. Financial Statements, Pro Forma
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Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
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99 BankAmerica Corporation and Arbor National Holdings,
Inc. joint press release dated January 16, 1995 titled
"ARBOR National/BankAmerica Merger -- Regulatory
Approvals Received."
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: January 17, 1995
By /s/ James H. Williams
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James H. Williams
Executive Vice President
2
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EXHIBIT INDEX
Exhibit Number Description
99 BankAmerica Corporation and Arbor National Holdings,
Inc. joint press release dated January 16, 1995 titled
"ARBOR National/BankAmerica Merger -- Regulatory
Approvals Received."
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NEWS RELEASE EXHIBIT 99
ARBOR
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Joseph Martello (516) 832-5209
Joseph Heller (516) 832-5303
BankAmerica
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Richard Beebe (415) 953-2760
ARBOR NATIONAL HOLDINGS/BANKAMERICA MERGER
REGULATORY APPROVALS RECEIVED
Uniondale, NY, January 16, 1995 - ARBOR National Holdings, Inc. (NASDAQ:
ARBH) and BankAmerica Corporation ("BAC") released today the "Average Closing
Price" for BAC Common Stock which will be used as part of the formula for
calculating the share exchange ratio in ARBOR's pending stock merger with a
subsidiary of BAC. The "Average Closing Price" of $40.40 was calculated under
the merger agreement on the basis of the average closing sales price per share
of BAC Common Stock on the New York Stock Exchange for a fixed period preceding
final federal bank regulatory approval of the proposed merger transaction, which
was obtained earlier this month. Under the BAC/ARBOR merger agreement, the
preliminary per share merger price of $16.35 per ARBOR share is subject to
various adjustments prior to closing. The final per share merger price resulting
from such adjustments will be divided by the "Average Closing Price" to
determine the actual exchange ratio applicable to ARBOR shares.
ARBOR has scheduled a special shareholders' meeting for January 24, 1995
at its corporate headquarters in Uniondale, New York to consider the merger
agreement. Subject to shareholder approval and the satisfaction of certain other
closing conditions, ARBOR and BAC currently anticipate that the merger will
close on January 31, 1995.
