<PAGE>
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 23, 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)
-1-
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Item 5. Other Events.
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Attached hereto is an exhibit which may be used from time to time by the
Corporation in connection with offerings under its registration statement on
Form S-3 (File No. 33-54385).
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
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- ----------------------------------------
<C> <S>
8(a) Raymond W. McKee tax opinion letter
23.4(a) Consent of Raymond W. McKee is contained
in his opinion filed as Exhibit 8(a)
to this Form 8-K
</TABLE>
-2-
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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: January 23, 1994
By /s/ JAMES H. WILLIAMS
------------------------
James H. Williams
Executive Vice President
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- --------------- -----------------------------------
<C> <S>
8(a) Raymond W. McKee tax opinion letter
23.4(a) Consent of Raymond W. McKee is
contained in his opinion filed as
Exhibit 8(a) to this Form 8-K
</TABLE>
<PAGE>
Exhibit 8(a)
[BANK OF AMERICA NT&SA LETTERHEAD]
January 23, 1995
Board of Directors
BankAmerica Corporation
Bank of America Center
San Francisco, CA 94104
Ladies and Gentlemen:
This letter confirms the opinion I have set forth in full under the heading
"Certain United States Federal Income Tax Consequences" in the prospectus
supplement dated August 22, 1994 (the "Prospectus Supplement"), for BankAmerica
Corporation's Medium-Term Notes, Series I, subject to the discussion set forth
below. The Prospectus Supplement is supplemental to BankAmerica Corporation's
prospectus dated August 22, 1994 (the "Prospectus") included in the registration
statement, SEC Registration No. 33-54385 (the "Registration Statement").
On December 15, 1994, the Internal Revenue Service released proposed
Treasury regulations (the "Proposed Regulations") which relate to variable rate
debt instruments and contingent payment debt instruments. The Proposed
Regulations contain proposed amendments to the final Treasury regulations issued
on January 27, 1994 relating to variable rate debt instruments. The Proposed
Regulations also supersede the proposed Treasury regulations relating to
contingent payment debt instruments previously released by the Internal Revenue
Service in 1986 and 1991, the latter of which provided rules to bifurcate
certain contingent payment debt instruments into their component parts. In
general, the Proposed Regulations are proposed to be effective for debt
instruments issued on or after the date that is 60 days after final regulations
are published.
Accordingly, with respect to "qualifying variable rate" debt instruments,
the following are the material changes to the discussion in the fifth and sixth
paragraphs under the heading "Certain United States Federal Income Tax
Consequences -- Original Issue Discount" in the Prospectus Supplement:
(1) The Proposed Regulations would change the phrase "less than one year"
to "one year or less" with respect to debt instruments providing for
interest stated at an initial fixed
<PAGE>
Board of Directors
BankAmerica Corporation
January 23, 1995
Page 2
rate followed by a variable rate that is either a qualified floating rate
or an objective rate for a subsequent period. This change is proposed to
be effective for debt instruments issued on or after April 4, 1994.
(2) The Proposed Regulations would change the definition of an "objective
rate" to a rate (other than an qualified floating rate) that is determined
using a single fixed formula and that is based on objective financial or
economic information. The rate, however, must not be based on information
that is within the control of the issuer (or a related party) or that is,
in general, unique to the circumstances of the issuer (or a related party),
such as dividends, profits, or the value of the issuer's stock. This
change is proposed to be effective for debt instruments issued on or after
the date that is 60 days after final regulations are published.
(3) The Proposed Regulations make it clear with respect to variable rate
debt instruments that provide for annual payments of interest at a single
variable rate, that the qualified stated interest allocable to an accrual
period is increased (or decreased) if the interest actually paid during an
accrual period exceeds (or is less than) the interest assumed to be paid
during the accrual period. This clarification is proposed to be effective
for debt instruments issued on or after April 4, 1994.
With respect to variable rate debt instruments that do not bear interest at
a "qualifying variable rate," and accordingly will be treated as contingent
payment debt instruments, the discussion in the seventh paragraph under the
heading "Certain United States Federal Income Tax Consequences -- Original Issue
Discount" does not reflect the Proposed Regulations that were released on
December 15, 1994, which supersede the proposed regulations described in that
paragraph. In the event the Corporation issues contingent payment debt
instruments, the Corporation has indicated that the applicable pricing
supplement will describe the material federal income tax consequences.
In addition, I hereby consent to the use of this letter as an exhibit to
the Form 8-K and of my name under the caption "Legal Matters" in the
Registration Statement and in the Prospectus and
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Board of Directors
BankAmerica Corporation
January 23, 1995
Page 3
under the caption "Certain United States Federal Income Tax Consequences" of the
Prospectus Supplement.
Very truly yours,
/s/ RAYMOND W. MCKEE
Raymond W. McKee
Senior Vice President and
General Tax Counsel
