<PAGE>
OMB APPROVAL
------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response... 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
ROADMASTER INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
769727108
----------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2/92)
Page 1 of 12 pages
<PAGE>
- -----------------------
CUSIP NO. 769727108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankamerica Corporation
94-1681731
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,556,395
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,556,395
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 12 pages
<PAGE>
- -----------------------
CUSIP NO. 769727108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America Illinois
#36-0947896
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
4,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
4,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 12 pages
<PAGE>
- -----------------------
CUSIP NO. 769727108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank America NT & SA
94-1687665
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
1,346,925
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 33,750
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,505,125
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,505,125
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 12 pages
<PAGE>
- -----------------------
CUSIP NO. 769727108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seafirst Corporation
91-0906215
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
State of Washington
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
47,270
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
70,270
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 12 pages
<PAGE>
- -----------------------
CUSIP NO. 769727108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seattle-First National Bank
91-0402650
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
68,270
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
47,270
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
70,270
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 12 pages
<PAGE>
SCHEDULE 13G
------------
Item 1(a) Name of Issuer: Roadmaster Industries, Inc.
(b) Address of Issuer's 7315 East Peakview Ave.
Principal Executive Offices: Englewood, Colorado 80111
Item 2(a) Names of Person Filing: BankAmerica Corporation
("BAC")
Bank of America Illinois
("BAI")
Bank of America NT&SA
("BANTSA")
Seafirst Corporation ("SC")
Seattle-First National Bank
("SFNB")
(b) Address of Principal (For BAC and BANTSA)
Business Offices: 555 California Street
San Francisco, CA 94104
(For BAI)
231 South LaSalle St.
Chicago, IL 60697
(For SC and SFNB)
701 Fifth Avenue
Seattle, WA 98104
(c) Citizenship: BAC is organized under the
laws of Delaware.
BAI is a bank chartered under
Illinois state law.
BANTSA is a national banking
association organized under
the laws of the United States
of America. SC is organized
under the laws of the state of
Washington. SFNB is organized
under the laws of the United
States.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 769727108
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
Page 7 of 12 pages
<PAGE>
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund
(g) [X] Parent Holding Company, in accordance with
(S)240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned:
BAC 1,579,395
BAI 4,000
BANTSA 1,505,125
SC 70,270
SFNB 70,270
(b) Percent of Class:
BAC 5.4%
BAI .0%
BANTSA 5.1%
SC .2%
SFNB .2%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
BAC 0
BAI 4,000
BANTSA 1,346,925
SC 0
SFNB 68,270
(ii) shared power to vote or direct the vote:
BAC 0
BAI 0
BANTSA 33,750
SC 0
SFNB 0
(iii) sole power to dispose or direct the
disposition of:
BAC 0
BAI 0
BANTSA 0
SC 0
SFNB 0
(iv) shared power to dispose or direct the
disposition of:*
BAC 1,556,395
BAI 4,000
BANTSA 1,505,125
SC 47,270
SFNB 47,270
* The power to dispose or direct the disposition of shares is shared between the
parent company and its subsidiaries.
Page 8 of 12 pages
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date
hereof the reporting person has ceased
to be the beneficial owner of more
than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf
of Another Person. Not Applicable.
Item 7 Identification and Classification of
the Subsidiaries Which Acquired
the Security Being Reported on by
the Parent Holding Company.
See Item 2. All the entities described
below are wholly-owned subsidiaries of
BAC, which is a registered bank holding
company. BAI is bank chartered under
Illinois state law. BANTSA is a national
banking association organized under
the laws of the United States of America.
SC, a bank holding company registered under the
Bank Holding Company Act, is the parent
of SFNB. SFNB is a Bank, as defined
in Section 3(a)(6) of the Act.
Item 8 Identification and Classification
of Members of the Group.
See Item 7.
Item 9 Notice of Dissolution of Group. Not Applicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
Page 9 of 12 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BankAmerica Corporation
Dated: February 9, 1995 By /s/JAMES H. WILLIAMS
-------------------------------------
James H. Williams
Executive Vice President
Bank of America NT & SA, in its own
capacity and in its capacity as a
trustee or co-trustee of certain
trusts
Dated: February 9, 1995 By /s/JAMES H. WILLIAMS
------------------------------------
James H. Williams
Group Executive Vice President
Page 10 of 12 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Bank of America Illinois
Dated: February 8, 1995 By /s/RICHARD G. MANSKE
----------------------------------
Richard G. Manske
Vice President and
Attorney-in-Fact
Page 11 of 12 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Seafirst Corporation
Dated: February 3, 1995 By /s/ STANLEY A. CARLSON
----------------------------------
Stanley A. Carlson
Senior Vice President,
General Counsel and
Corporate Secretary
Seattle-First National Bank
Dated: February 3, 1995 By /s/ STANLEY A. CARLSON
----------------------------------
Stanley A. Carlson
Senior Vice President,
General Counsel and
Corporate Secretary
Page 12 of 12 pages
<PAGE>
Board of Directors Adopted: November 1, 1993
BankAmerica Corporation Last amended: August 1, 1994
BANKAMERICA CORPORATION
GENERAL OPERATING AND BORROWING RESOLUTION
------------------------------------------
The Board of Directors of BankAmerica Corporation ("BAC") authorizes and
determines:
1. Any two BAC officers listed below under the designation "Group 1" (the
"Officers"):
GROUP 1
-------
the Chairman of the Board
the Chief Executive Officer
the President
any Vice Chairman of the Board
any Vice Chairman
the Chief Financial Officer
the Treasurer
any Executive Vice President
any Senior Vice President
any Vice President
the Secretary
or any one of such Officers in conjunction with any one of the BAC officers
listed below under the designation "GROUP 2":
GROUP 2
-------
any Assistant Treasurer
any Assistant Secretary
any Assistant Vice President
be, and hereby are, authorized to make, execute, deliver, amend and terminate,
in the name and on behalf of BAC, any and all such contracts, instruments,
documents and agreements, and to perform any and all such acts, in the name and
on behalf of BAC, as are deemed by such Officers to be desirable in connection
with any of the activities set forth below; provided, however, that the opening
of any account described in subparagraph (a) of this paragraph 1 requires the
signature of a Vice Chairman or above; and provided, further, that any contract,
instrument, document or agreement for any borrowing described in subparagraph
(b) of this paragraph 1 requires the signature of the Treasurer or an Assistant
Treasurer in addition to one other officer listed in GROUP 1 or 2 above, as the
case may be; and provided, further, that notes representing commercial paper
need be signed only by the Treasurer or an Assistant Treasurer. The execution
of any contract, instrument, document or agreement by one or more Officers
thereunto duly authorized by the foregoing shall be conclusive evidence, between
1
<PAGE>
any party to whom it is delivered and BAC, of the determination and approval by
BAC of the matters described therein and of the transaction undertaken thereby,
unless such party has previously received written notice of the revocation of
this resolution.
(a) Establishment and use of accounts
---------------------------------
where any Officer deems it desirable for the operations of BAC, to
establish and maintain with Bank of America National Trust and Savings
Association and any other banks, checking, time deposit, and other bank
accounts, upon such terms and conditions as may be agreed upon with such banks;
to execute, endorse or deliver on behalf of BAC, remittances, checks, drafts or
other requests for withdrawal, transfer or deposit of funds from or to any of
such bank accounts as shall be maintained in the name of BAC, and any bank
maintaining any such account is hereby authorized and directed to honor
remittances, checks, drafts or other requests for withdrawal, transfer or
deposit of funds from or to any such account by or from such Officers;
(b) Borrowing
---------
to borrow, in each case for an original term not exceeding nine months,
from banks and other lenders, including subsidiaries of BAC, from time to time,
such sums of money as may be deemed desirable for BAC to conduct its general
business affairs and to grant security interests in existing and future assets
of BAC to assure repayment of such indebtedness; provided that no such borrowing
shall be permitted if, by reason of such new borrowing and after giving effect
thereto, the aggregate amount of all borrowings of BAC having at their inception
a term of nine months or less, other than such borrowings from subsidiaries of
BAC, but including borrowings through the issuance of commercial paper pursuant
to subparagraph (c) of this paragraph 1, would exceed the sum of SIX BILLION
DOLLARS ($6,000,000,000);
In computing compliance with the foregoing limitation:
(i) Borrowings subject to such limitation which are expressed in
foreign currencies shall be valued in U.S. dollars at least
monthly, and the most recent valuation shall govern the
determination whether any additional borrowing complies with such
limitation;
(ii) Obligations of BAC arising out of the issuance of travelers
cheques, official checks and money orders, offered to the public
as instruments of funds transmission and not bearing interest,
are not subject to the foregoing limitation, nor shall they be
included in computing compliance therewith; and
2
<PAGE>
(iii) Lines of credit or other commitments to lend obtained by BAC
shall not be deemed borrowings except to the extent actually
drawn upon or otherwise used;
If an express written determination is made by the person or persons thereunto
duly authorized by paragraph 11 of the Resolution re Senior and Subordinated
Debt adopted by this Board on November 1, 1993, or any resolution amending or
superseding such resolution (the "Senior and Subordinated Debt Resolution"),
that any proposed borrowings of BAC having at their inception a term of one
month or more but not more than nine months are to be carried out in accordance
with and subject to the requirements of the Senior and Subordinated Debt
Resolution (whether or not the indebtedness represented by any such borrowings
is of a kind generally covered by this subparagraph), BAC's aggregate liability
for the amount of all such borrowings shall not be counted against the foregoing
limitation. In the absence of any such express written determination, BAC's
aggregate liability for the amount of all such borrowings shall be counted
against the foregoing limitation;
(c) Commercial paper
----------------
subject to the limitation in subparagraph (b) of this paragraph 1, to issue
and sell commercial paper in amounts deemed desirable by any Officer, in
compliance with all applicable laws and regulations of governmental agencies,
such commercial paper to be issued in the form of unsecured negotiable
promissory notes (or in the form of book entries containing all of the
information necessary for the completion and delivery of such notes), each note
or book entry to be in an amount of at least ONE HUNDRED THOUSAND DOLLARS
($100,000), with maturities not to exceed nine months from the date of issue,
and at such rate or rates of interest, at such time or times, upon such other
terms and conditions as shall be determined, and under such agreement or
agreements or pursuant to such arrangements deemed desirable, by any Officer, in
view of BAC's financial requirements; and, without limiting the generality of
the foregoing authorization, (l) to enter into agreements or arrangements with
Bank of America NT&SA, BA Securities, Inc. or any other banks or entities
providing for the issuing, safekeeping, completion, countersignature, and
delivery of BAC's commercial paper, and (2) to enter into agreements or
arrangements for backup lines of credit for commercial paper; provided that
borrowings under any such committed lines of credit shall be subject to the
limitation on borrowings set forth in subparagraph (b) of this paragraph 1, but
the unused amounts of credit under such lines shall not be deemed a borrowing
subject to such limitation;
(d) Travelers cheques, official checks and money orders
---------------------------------------------------
in addition to and independent of the borrowing authorized in subparagraph
(b) of this paragraph 1 and commercial paper issuance
3
<PAGE>
authorized in subparagraph (c) of this paragraph 1, to issue travelers cheques,
official checks and money orders, offered to the public as instruments of funds
transmission and not bearing interest, subject to compliance with all applicable
laws and regulations of governmental agencies and, without limiting the
generality of the foregoing authorization, to enter into agreements or
arrangements with BA Cheque Corporation and any other entities providing for the
offering, delivery and servicing of BAC's travelers cheques, official checks and
money orders;
(e) Extending credit
----------------
to extend credit to subsidiaries and, to the extent permitted to BAC under
applicable laws, to affiliates of BAC in amounts and on terms deemed desirable
by any Officer;
(f) Powers of attorney
------------------
to grant such powers of attorney, proxies, and other agency powers to such
persons and on such terms as are deemed desirable by any Officer for carrying on
the business and affairs of BAC, including, without limiting the generality of
the foregoing authorization, all contracts and documents of any sort relating
to: applications to and negotiations with any and all governmental entities and
agencies in the United States and abroad for the purpose of obtaining the
necessary permits or approvals for operations of BAC anywhere in the world; the
commencement and prosecution or defense of proceedings on behalf of and against
BAC before courts, administrative tribunals, boards of arbitrators, and similar
entities, and the compromise or settlement of the same; the voting of voting
securities and other voting interests which may be held in corporations and
other entities by BAC; and applications for letters patent, trademarks,
copyrights, service marks, and similar matters on behalf of BAC;
(g) Service agreements
------------------
to enter into service agreements, on terms deemed desirable by any Officer,
with its direct or indirect subsidiaries, including Bank of America NT&SA, any
other banks, persons, firms, corporations and other entities whereunder
personnel and facilities will be made available by or to BAC;
(h) Interests in real or personal property
--------------------------------------
to purchase, accept, lease, sell, transfer, grant, license, release and
encumber interests, whether as security or otherwise, which BAC has or may by
such means acquire in real or personal property, whether standing in the name of
BAC as owner, as the holder of any security interest, or in any other capacity;
and, without limiting the generality of the foregoing authorization, to take all
actions and execute and deliver all documents, notices,
4
<PAGE>
designations, appointments, substitutions and instructions regarding such real
or personal property, or relating thereto;
(i) General power to contract
-------------------------
in addition to the authority in subparagraphs (a) through (h) of this
paragraph 1, and whether or not of a kind generally covered therein, to enter
into contracts of any kind or character, conveyances or leases of real or
personal property, licensing agreements, contracts and agreements providing for
services to be rendered by, to or for BAC, and to execute and deliver
instruments, documents, agreements, contracts and other writings affecting in
any way any real or personal property and interests therein and contract rights
and obligations, now or hereafter owned by or standing in the name of BAC.
2. Any one BAC officer listed above under either the designation GROUP 1
or GROUP 2, or any member of the Legal Department of Bank of America NT&SA
holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as are deemed desirable by such officer or attorney in
connection with BAC's activities or affairs.
3. This resolution revokes and supersedes the General Operating and
Borrowing Resolution adopted by this Board on May 21, 1992.
5
<PAGE>
Board of Directors November 7, 1994
Bank of America NT&SA
GENERAL OPERATING RESOLUTION
----------------------------
1. Accounts, Service Agreements, Interests in Real or
Personal Property and General Power to Contract.
-----------------------------------------------
Except as otherwise specified below,
any TWO of the officers of Bank of America National Trust and Savings
Association ("the Bank") listed below under the designation Group I,
-------
or
any ONE of the officers listed below under the designation Group I in
-------
conjunction with any ONE officer listed below under the designation
Group II,
--------
are authorized to make, execute, deliver, amend and terminate, in the name
and on behalf of the Bank any and all contracts, instruments, documents,
agreements and other writings, and to perform any and all acts in the name
and on behalf of the Bank as are deemed by the officers to be appropriate
in connection with any of the activities set forth below:
(a) Establishment of accounts
-------------------------
to establish and maintain with any other financial institutions,
checking, time deposit, and other bank accounts, upon such terms and
conditions as such officers deem appropriate;
(b) Service agreements
------------------
to enter into service agreements, with the parent, affiliates, direct
or indirect subsidiaries of the Bank, any other banks, persons, firms,
corporations or other entities, whereunder personnel, facilities or
services will be made available by or to the Bank;
(c) Interests in real or personal property
--------------------------------------
to purchase, accept, lease, sell, transfer, grant, license and
encumber interests, whether as security or otherwise, which the Bank has or
may by such means acquire in real or personal property, whether acquired in
the name of the Bank as owner, as the holder of any security interest, or
other capacity; and, without limiting the generality of the foregoing
authorization, to take all actions and execute and deliver all documents,
notices, designations, appointments, substitutions and instructions
regarding such real or personal property, or relating thereto; provided,
however, that for any
1
<PAGE>
purchase, lease or sale of real or personal property involving the
expenditure by the Bank of an amount in excess of the respective amounts
listed below or the receipt by the Bank of consideration with a value in
excess of such amounts, at least one of the signing officers must hold the
title listed opposite the respective dollar amount below:
<TABLE>
<CAPTION>
Amount of Expenditure Title of Required
or Receipt of Consideration Signing Officer
--------------------------- ----------------
<S> <C>
$1,000,000 to $4,999,999 Senior Vice President or above
$5,000,000 to $24,999,999 Executive Vice President or above
$25,000,000 or more Vice Chairman or above;
</TABLE>
(d) General power to contract
-------------------------
to enter into other contracts of any kind or character, conveyances or
leases of real or personal property, licensing agreements, contracts and
agreements providing for services to be rendered by, to, or for the Bank,
contracts and agreements providing for the purchase, sale or other
disposition of assets by the Bank, and to execute and deliver instruments,
documents, agreements, contracts, and other writings affecting in any way
any real or personal property and interests therein and contract rights and
obligations, now or hereafter owned by or standing in the name of the Bank;
provided, however, that for any such contract, lease or agreement involving
the expenditure by the Bank of an amount in excess of the respective
amounts listed below or the receipt by the Bank of consideration with a
value in excess of such amounts, at least one of the signing officers must
hold the title listed opposite the respective dollar amount shown below:
<TABLE>
<CAPTION>
Amount of Expenditure Title of Required
or Receipt of Consideration Signing Officer
--------------------------- ----------------
<S> <C>
$1,000,000 to $4,999,999 Senior Vice President or above
$5,000,000 to $24,999,999 Executive Vice President or above
$25,000,000 or more Vice Chairman or above;
</TABLE>
2. Regulatory Matters.
------------------
(a) Any ONE of the officers of the Bank listed below under the
designation Group III, or any member of the Legal or Tax Departments of the Bank
---------
holding the title of counsel or a title senior thereto is authorized to sign
registrations, reports, certificates, applications and other writings on behalf
of the Bank for submission to or filing with any federal, state, local or
foreign regulatory authorities, and any amendments, withdrawals, or terminations
thereof, as are deemed appropriate by the officer or
2
<PAGE>
member, except for applications for letters patent, trademarks, copyrights,
service marks, and similar matters, which are addressed in paragraph (b) below.
(b) Any TWO of the officers of the Bank listed below:
the Secretary
any Assistant Secretary,
any member of the Legal Department holding the title of Counsel, or a
title senior thereto;
are authorized: (1) to sign applications for letters patent, trademarks,
copyrights, service marks, and similar matters for submission to or filing
with any U.S. or foreign regulatory authorities and any amendments,
withdrawals, or terminations thereof, as are deemed appropriate by the
officers or members; and (2) to execute and deliver any powers of attorney
to any person granting powers to make applications for letters patent,
trademarks, copyrights, service marks, and similar matters on behalf of the
Bank. Each such power of attorney may be written in any language required
for the conduct of the Bank's business, and shall be approved as to form by
any of the Bank's attorneys with the title of Counsel or above. This
approval need not appear on the power of attorney.
3. Not Necessary to Affix Seal; Validity Not
Affected by Officer No Longer Holding Office.
--------------------------------------------
(a) In the execution for the Bank in any capacity of any contract,
instrument, document, agreement or other writing, it shall not be necessary
to affix the seal of the Bank and such execution shall have the same force
and effect as if such seal had been affixed.
(b) The validity of any contract, instrument, document, or other
writing executed by an officer of the Bank and delivered by or on behalf of
an officer of the Bank in accordance with this resolution shall not be
affected by the failure, at the time of delivery, of the officer who
executed the document to hold the office held at the time of execution.
4. Officer Group Designations.
--------------------------
As used herein the officer designations "Group I," "Group II," and "Group
III" consist of the officers listed below:
3
<PAGE>
<TABLE>
<CAPTION>
Group I Group III
------- ---------
<S> <C>
the Chairman of the Board the Chairman of the Board
the President the President
any Vice Chairman of the Board any Vice Chairman of the Board
any Vice Chairman any Vice Chairman
the Chief Operating Officer the Chief Operating Officer
the Chief Financial Officer the Chief Financial Officer
any Group Executive Vice any Group Executive Vice
President President
any Executive Vice President any Executive Vice President
any Senior Vice President any Senior Vice President
any Managing Director any Managing Director
any Vice President any Vice President
any Assistant Vice President any Senior Authorized Officer
any Senior Authorized Officer the Secretary
any Senior Trust Officer
any Trust Officer
<CAPTION>
Group II
--------
<S>
the Secretary
any Assistant Secretary
any Assistant Cashier
</TABLE>
5. The foregoing resolution supersedes the resolution adopted by this Board of
Directors on June 23, 1992, as amended, naming the officers of this Bank
authorized to act pursuant to the authority above set forth.
4
<PAGE>
[BANK OF AMERICA ILLINOIS LETTERHEAD]
LIMITED POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that BANK OF AMERICA ILLINOIS
("Principal"), an Illinois banking corporation with its registered offices at
231 South LaSalle Street, Chicago, Illinois, by and through its duly elected
officer, Kevin J. Hallagan, Corporate Counsel of Principal, does hereby
nominate, constitute and appoint Richard G. Manske and I. Benedict Espinos and
each of them, as its true and lawful attorneys-in-fact, for it and in its name,
place and stead, to execute any and all reports, forms, schedules or other
documents required to be executed by Principal pursuant to Section 13 of the
Securities Exchange Act of 1934 as now in effect or hereafter amended and rules
issued thereunder from time to time by the Securities and Exchange Commission.
Principal hereby gives and grants unto each of said attorneys-in-fact
full power and authority to do and perform all and every act necessary,
requisite or proper to be done with respect to the aforesaid reports, forms,
schedules or other documents, including the filing thereof with the Securities
and Exchange Commission, and such stock exchanges or other authority, entity or
person as fully as Principal might or could do, with full power of substitution
or revocation, hereby ratifying and confirming all that Principal's attorneys-
in-fact shall have lawfully done heretofore in connection therewith or hereafter
cause[s] to be done by virtue hereof.
This Limited Power of Attorney shall expire on January 31, 1996,
unless earlier revoked or extended by Principal in writing.
This Limited Power of Attorney shall be governed by and construed in
accordance with the laws of the State of Illinois, United States of America.
IN WITNESS WHEREOF, Principal has executed this Limited Power of
Attorney this 30th day of January, 1995.
/s/ Kevin J. Hallagan
------------------------------------
Kevin J. Hallagan, Corporate Counsel
<PAGE>
Seafirst Corporation
Board of Directors April 17, 1975
RESOLUTION
RESOLVED, that any two officers of SEAFIRST CORPORATION, acting jointly,
are authorized to take the following action on behalf of SEAFIRST CORPORATION
and its name:
1. Vote the shares of common stock in other corporations owned by
SEAFIRST CORPORATION, grant proxies to vote such shares and execute "consents to
action" by shareholders of such other corporations;
2. Borrow such sum or sums as may be deemed necessary from any bank or
other lender upon such terms as may be deemed appropriate, and, in order to
secure payment of such borrowings, pledge, mortgage or grant a security interest
in any personal or real property owned by SEAFIRST CORPORATION or in which it
has an interest;
3. Execute and deliver, with or without the corporate seal, any
agreement, note or other evidence of indebtedness, pledge, mortgage, security
agreement, deed, lease assignment, bill of sale, guaranty or other undertaking
or any other document or instrument relating to or affecting the property or
business and affairs of SEAFIRST CORPORATION.
RESOLVED FURTHER, that any officer, acting alone, is authorized, on behalf
of SEAFIRST CORPORATION and in its name, to execute checks, drafts or advices of
debit and otherwise effect the withdrawal of funds of SEAFIRST CORPORATION from
banks or other depositaries, and to accept drafts and collect, discount,
negotiate, endorse and assign, in the name of SEAFIRST CORPORATION, all checks,
drafts, notes and other instruments and paper payable to or by SEAFIRST
CORPORATION;
RESOLVED FURTHER, that for purposes of this resolution, the term "officer"
shall mean the Chairman of the Board, Chairman of the Executive Committee, Vice
Chairman of the Board, President, Secretary, Treasurer, Controller, Executive
Vice President, Senior Vice President and any Vice President.
<PAGE>
SEATTLE-FIRST NATIONAL BANK
Board of Directors September 20, 1984
GENERAL SIGNATURE RESOLUTION
RESOLVED THAT: Instruments, documents or agreements relating to or
affecting the property or business and affairs of this Corporation, or of this
Corporation when acting in any representative or fiduciary capacity, may be
executed in its name, with or without its corporate seal, by the following
Officer or Officers within the scope of the signing authority described herein.
The general composition of the signature groups used is:
Group A: Executive Officer
Chairman of the Board, President, Vice Chairman of the Board, Executive
Vice President, Corporate Secretary and Cashier, or any officer so
designated by the Chief Executive Officer.
Group A signers have full signing authority for the Corporation.
Group B: Banking Officer
All officers involved in general commercial and consumer banking who are
granted Group B signing authority by the appropriate supervisory officer
pursuant to the procedures set forth in the Corporation's Management and
Staff Guide may execute the following:
a. Checks, drafts, money orders, bills of lading, safekeeping receipts,
releases of collateral and receipts for securities, money or property
paid or delivered; endorsement of notes and other instruments referred
to in this section (a); letters of credit, bankers acceptances;
authorization to transfer or receive securities for account of the
Corporation at Federal Reserve or correspondent banks, including
authority to charge or credit its account, to sign certificates of
deposit and to certify checks; also to guarantee signatures, to accept
the assignment of registered securities, to sign relevant
correspondence.
b. Satisfactions of mortgages and other liens, requests for reconveyances
of property held under deeds of trust, and reassignments of any
stocks, bonds, notes, leases or any other property held by this
Corporation as security for indebtedness.
1
<PAGE>
c. Loan agreements, loan commitments, standby letters of credit,
participation agreements, certificates of participation, and
repurchase agreements involving amounts not in excess of delegated
lending or approval limits unless properly approved by the management
of the Corporation.
d. Extensions of the time for payment of any note or other obligation
held by this Corporation.
e. Notices of default and of election to sell or cause to be sold the
property described in any deed of trust held by this Corporation,
execute notices to the Trustee named in any such deed of trust, and do
any other act or sign any other document provided for by law, or which
may be necessary, expedient or proper in order to protect or enforce
the rights of this Corporation under any such deed or trust.
f. Claims of this Corporation as a creditor of any decedent, or of a
person who is a party to any form of proceeding in bankruptcy,
insolvency or similar proceeding, or any other claim of this
Corporation in any other type of action or proceeding.
g. Proxies to vote stock held by this Corporation.
h. Pleadings and documents to be filed in any court or other proceeding
involving this Corporation, including verifications of any such
pleading or documents.
i. The "Oath of Officer of Incorporated Company" required by 46 U.S.C.A.
838 and other documents in favor of or affecting this Corporation in
connection with the recording of preferred mortgages.
j. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices, and other internal
documents necessary to discharge the duties of their positions.
k. Agreements, contracts, purchase orders, and leases involving amounts
not in excess of the approval level delegated by executive management
of the Corporation, except as limited by the need for two signatures.
Group C: Staff Officer
All officers involved in general staff activities who are granted Group C
signing authority by the appropriate supervisory officer pursuant to the
procedures set forth in the Corporation's Management and Staff Guide may
execute the following:
2
<PAGE>
a. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices, and other internal
documents necessary to discharge the duties of their positions.
b. Agreements, contracts, purchase orders, and leases involving amounts
not in excess of the approval level delegated by executive management
of the Corporation, except as limited by the need for two signatures.
Group D: Trust Officer
All officers involved in trust activities who are granted Group D signing
authority by the appropriate supervisory officer pursuant to the procedures
set forth in the Corporation's Management and Staff Guide may execute the
following:
a. Acceptances of trust and agencies; Petitions for the appointment of
this Corporation in any representative or fiduciary capacity;
Certificates of ownership in and to any trust held by this
Corporation, Certificates of authentication with respect to bonds,
notes, debentures and other obligations issued under corporate
mortgages, trust agreements and other indentures; safekeeping
receipts; authorization to transfer or receive securities for account
of the Corporation at Federal Reserve Bank or Correspondent Banks,
including authority to charge or credit its account; Certificates of
securities deposited, interim certificates and other certificates for
and on behalf of this Corporation as depository or agent; Counter-
signatures of bonds, notes, Certificates of stock, voting trust
certificates or participation certificates on behalf of this
Corporation as transfer agent or registrar; Certificates of
cancellation and of cremation of stocks, bonds, or other securities;
guarantees of signature; checks; proxies to vote stock; all
instruments necessary for the purchase, transfer and delivery of all
bonds, capital stocks and other personal property held in any
fiduciary capacity; or other instruments, documents and papers in
connection with the proper management of any fiduciary account; and
resignations of this Corporation in any representative or fiduciary
capacity; pleadings and documents to be filed in any court or other
proceeding involving this Corporation; including verifications of any
such pleading or documents.
Also, deeds to real property described in any deed of trust which
names this Corporation as Trustee, after a Trustee's sale thereunder
in the manner provided by law, or reconveyances of any property held
under any deed of trust which names this Corporation as Trustee,
3
<PAGE>
and resignations of the Corporation as Trustee under Deed of Trust.
b. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices and other internal documents
necessary to discharge the duties of their positions.
c. Agreements, contracts, purchase orders, and leases involving amounts
not in excess of the approval level delegated by executive management
of the Corporation, except as limited by the need for two signatures.
Group E: Audit/Examining Officer
All officers involved in the auditing or examining activities of the
Corporation who are granted Group E signing authority by the appropriate
supervisory officer pursuant to the procedures set forth in the
Corporation's Management and Staff Guide may execute the following:
a. Receipts for statements, verifications of accounts, correspondence and
documents related to functions pertaining to auditors and examiners.
b. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices and other internal documents
necessary to discharge the duties of their positions.
c. Agreements, contracts, purchase orders, and leases involving amounts
not in excess of the approval level delegated by executive management
of the Corporation, except as limited by the need for two signatures.
Group F: Pro Managers
All staff members designated Pro Manager who are granted Group F signing
authority by the appropriate supervisory officer pursuant to the procedures
set forth in the Corporation's Management and Staff Guide may execute the
same documents as listed in Group B, paragraph a, or Group H, paragraph b.
Group G: Real Estate Officer
All officers involved in general real estate lending or mortgage banking
activities who are granted Group G signing authority by the appropriate
supervisory officer pursuant to the procedures set forth in the
Corporation's Management and Staff Guide may execute the following:
a. Loan commitments, loan agreements, standby letters of credit, interim
loan participation agreements, and
4
<PAGE>
certificates of participation involving amounts not in excess of
delegated lending or approval limits unless properly approved by the
management of the Corporation.
b. Extension of the time for payment of any note or other obligation held
by this Corporation.
c. Financial futures contracts not in excess of delegated limits.
d. Agreements to purchase loans, investor commitments and sales under
GNMA securities and extensions of time relating thereto solely on
final residential loans not in excess of delegated limits.
e. Loan servicing agreements, permanent loan participation agreements and
certificates of participation.
f. Deeds, leases, assignments and conveyances of any real or personal
property; assignments of loans secured by real property and the
related collateral, bills of sale and assignments of personal
property, stocks, bonds, or any interest therein.
g. Assignments and satisfactions of mortgages and other liens, requests
for reconveyance of property held under deeds of trust and
reassignments of any stocks, bonds, notes, leases or any other
property held by the Corporation as security for any indebtedness.
h. Notices of default and of election to sell or cause to be sold
property described in any deed of trust held by this Corporation,
notices to the trustees named in any such deed of trust, and do any
other act or sign any other document provided for by law, or which may
be necessary, expedient or proper in order to protect or enforce the
rights of this Corporation under such deed of trust.
i. Claims of this Corporation as creditor of any decedent, or the person
who is a party to any form of proceeding in bankruptcy, insolvency or
similar proceeding or any other claim of this Corporation in any other
type of action or proceeding.
j. Pleadings and documents to be filed in any court or other proceeding
involving this Corporation, including verifications of any such
pleadings or documents.
k. Checks, drafts, bills of lading, receipts for money or property paid
or delivered to this Corporation.
l. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, Invoices
5
<PAGE>
and other internal documents necessary to discharge the duties of
their positions.
m. Agreements, contracts, purchase orders, and leases involving amounts
not in excess of the approval level delegated by executive management
of the Corporation, except as limited by the need for two signatures.
Group H: Real Estate Administrative Officer
All officers involved in mortgage servicing activities who are granted
Group H signing authority by the appropriate supervisory officer pursuant
to the procedures set forth in the Corporation's Management and Staff Guide
may execute the following:
a. Assignments and satisfactions of mortgages and other liens, requests
for reconveyance of property held under deeds of trust and
reassignments of any stock, bond, notes, leases, or other property
held by this Corporation as security for any indebtedness.
b. Notices of default and of election to sell or cause to be sold
property described in any deed of trust held by this Corporation,
notices to the trustees named in any such deed of trust, and do any
other act or sign any other document provided for by law, or which may
be necessary, expedient or proper in order to protect or enforce the
rights of this Corporation under such deed of trust.
c. Claims of this Corporation as creditor of any decedent, or the person
who is a party to any form of proceeding in bankruptcy, insolvency or
similar proceedings, or any other claim of this Corporation in any
other type of action or proceeding.
d. Pleadings and documents to be filed in any court or other proceeding
involving this Corporation, including verification of any such
pleadings or documents.
e. Checks, drafts, bills of lading, receipts for money or property paid
or delivered to this Corporation.
f. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices and other internal documents
necessary to discharge the duties of their positions.
g. Agreements, contracts, purchase orders, and leases involving amounts
not in excess of the approval level delegated by executive management
of the Corporation, except as limited by the need for two signatures.
6
<PAGE>
Group I: Investment Banking/Treasury Officer
All officers involved in investment banking, securities sales and trading,
treasury or funding activities who are granted Group I signing authority by
the appropriate supervisory officer pursuant to the procedures set forth in
the Corporation's Management and Staff Guide may execute the following:
a. Any and all agreement, commitments, notes or other obligations or
documents required to transact the investment banking, funding or
securities business of this corporation or any and all other
agreements, commitments, rates, obligations or documents that are
related to and/or an integral part of such business, and are not in
excess of the limits established by the Chief Executive Officer.
b. Approval of Employee Reimbursement Memo, Sundry Expense Memo, Sundry
Recovery Memo, Sundry Loss Memo, invoices and other internal documents
necessary to discharge the duties of their positions.
c. Agreements, contracts, purchase orders, and leases (other than those
described in paragraph a. above), involving amounts not in excess of
the approval level delegated by executive management of the
Corporation, except as limited by the need for two signatures.
Facsimile Signatures
Cashier's Checks, Dividend Checks, Expense Checks, and draft may be signed
by a facsimile signature under such terms and conditions as are authorized
by the Management Committee.
Documents Requiring Two Signatures
Traveler's letters of credit may not exceed $25,000.00 each (unless
specially advised to Correspondents) and regardless will require two
signatures.
Real property deeds, contracts, leases, assignments and other conveyances
require two signatures, except two signatures shall not be required on
deeds to real property described in any deed of trust which names this
Corporation as Trustee after a Trustee's sale thereunder in the manner
provided by law or reconveyances of any property held under any deed of
trust which names this Corporation as Trustee, and resignations of the
Corporation as Trustee under Deed of Trust.
All contracts, agreements, or other commitments which obligate the
Corporation to a total expenditure in excess of $25,000.00 and which
involve acquisition by the Corporation
7
<PAGE>
of real personal property, services, or third-party financing for its own
account require two signatures.
All contracts, agreements, assignments, bills of sale, or other commitments
involving the disposition by the Corporation of personal property held for
its own account and assigned a book, appraised, or fair market value in
excess of $25,000.00 require two signatures.
Officers of Subsidiary Corporations
The Chairman, President, Vice Chairman, or any Executive Vice President may
grant signing authority for the Corporation of officers of wholly-owned
subsidiary companies in accordance with the signing groups (other than
Group A) designated herein.
FURTHER RESOLVED, that all signing resolutions authorizing Officers or
other to sign any documents for or on behalf of this Corporation,
heretofore adopted by the Boards of Directors which are inconsistent or in
conflict with the foregoing Resolutions, be and they are hereby amended as
of September 20, 1984.
8
