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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
Commission file number: 1-7377.
Exact name of registrant as specified in its charter:
BANKAMERICA CORPORATION
Address and telephone
State of incorporation: of principal I.R.S. Employer I.D. No:
Delaware. executive offices: 94-1681731.
Bank of America Center
San Francisco, California 94104
415-622-3530.
Securities registered pursuant to Section 12(b) of the Act:
New York, Chicago, and Pacific Stock Exchanges: Common Stock, Par Value $1.5625
and Preferred Share Purchase Rights
New York Stock Exchange:
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<S> <C> <C>
Cumulative Adjustable Preferred 6 1/2% Cumulative Convertible Depositary Shares Each Representing a
Stock, Series A Preferred Stock, Series G One-Twentieth Interest in a Share of:
Cumulative Adjustable Preferred 9% Cumulative Preferred Stock, 11% Preferred Stock, Series I
Stock, Series B Series H 11% Preferred Stock, Series J
Adjustable Rate Preferred Stock, 8 3/8% Cumulative Preferred Stock, 8.16% Cumulative Preferred Stock
Series 1 Series K Series L
9 5/8% Cumulative Preferred Stock, Floating Rate Subordinated Capital 7 7/8% Cumulative Preferred Stock,
Series F Notes Due August 15, 1996 Series M
8 1/2% Cumulative Preferred Stock,
Series N
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No_____
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing price on the consolidated
transaction reporting system on January 31, 1995, was in excess of $15.9
billion.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 1995.
Common Stock, $1.5625 par value ------371,225,347 shares
outstanding on January 31, 1995.*
*In addition, 751,967 shares were held in treasury.
Documents incorporated by reference and parts of Form 10-K into
which incorporated:
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<S> <C>
Portions of the Annual Report to Shareholders for the Year Ended December 31, 1994 Parts I, II, & IV
Portions of the Proxy Statement for the May 25, 1995 Annual Meeting of Shareholders Part III
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effect of the parent's 6 1/2% Cumulative Convertible Preferred Stock, Series
G (Convertible Preferred Stock) on 1992 fully diluted pro forma combined
earnings per common share, the average common shares outstanding assuming full
dilution for the fourth quarter of 1992 were adjusted to eliminate 5,482,456
hypothetical shares related to the Convertible Preferred Stock.
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<CAPTION>
Unaudited Pro Forma Combined Summary of Operations
(dollar amounts in millions,
except per share data) Year Ended December 31, 1992
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<S> <C>
Summary of Operations
Interest income $12,860
Interest expense 5,529
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Net interest income 7,331
Provision for credit losses 2,305
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Net interest income after provision
for credit losses 5,026
Noninterest income 4,082
Noninterest expense 7,558/a/
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Income before income taxes 1,550
Provision for income taxes 1,062
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Net Income $ 488
Earnings per common and
common equivalent share $ 0.88
Earnings per common and
common equivalent share --
assuming full dilution 0.88
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/a/ Merger-related expenses, as described on page 58, of $449 million have been
eliminated from the combined historical results of operations for the year
ended December 31, 1992, as these expenses do not represent ongoing
expenses of BAC.
4. Completed Acquisitions
On February 1, 1993, the parent, through its subsidiary, Bank of America
Texas, N.A. (Bank of America Texas), acquired certain branches and assets and
assumed certain liabilities of First Gibraltar Bank, FSB, (First Gibraltar)
of Irving, Texas. The total purchase price consisted of 2.4 million shares of
the parent's common stock, valued at $125 million, and $25 million in cash.
The fair values of assets acquired in this transaction included $0.7 billion
of consumer loans, $0.2 billion of domestic commercial loans, and $5.9 billion
of U.S. government securities and other liquid assets. Bank of America Texas
also assumed deposits with a fair value of $7.1 billion. In addition, the parent
and the sellers agreed to indemnify each other from losses resulting from
certain events subsequent to the closing date.
There were no other significant acquisitions during 1994 or 1993 except for
Continental, which is described in Note 2 of the Notes to Consolidated Financial
Statements.
5. Supplemental Disclosure
of Cash Flow Information
During the years ended December 31, 1994, 1993, and 1992, BAC made interest
payments on deposits and other interest-bearing liabilities of $4,422 million,
$4,185 million, and $5,132 million, respectively, and made net income tax
payments of $785 million, $156 million, and $631 million, respectively.
During the years ended December 31, 1993 and 1992, BAC securitized
residential first mortgages of $132 million and $364 million, respectively, and
reclassified them to available-for-sale securities. No residential first
mortgages were securitized during the year ended December 31, 1994.
Foreclosures totaled $493 million, $752 million, and $558 million for the
years ended December 31, 1994, 1993, and 1992, respectively. Loans made to
facilitate the sale of OREO totaled $29 million, $27 million, and $67 million
during the years ended December 31, 1994, 1993, and 1992, respectively. During
the year ended December 31, 1993, $310 million of restructuring-country-related
assets, primarily loans, were transferred to other assets.
During the first quarter of 1993, management determined that certain
subsidiaries that were held for disposition as of year-end 1992, including Bank
of America (Asia) Limited, formerly Security Pacific Asia Bank, Ltd., a former
subsidiary of SPC, would not be sold. Accordingly, assets and liabilities of
these subsidiaries that were previously recorded in other assets, including $329
million of available-for-sale securities, $1,950 million of loans, and $1,249
million of deposits, were consolidated in BAC's financial statements effective
January 1, 1993.
6. Restrictions on Cash and Due from Banks
BAC's banking subsidiaries are required to maintain reserves with the Federal
Reserve Bank. Reserve requirements are based on a percentage of deposit
liabilities. The average reserves required for 1994 and 1993 were $4,204 million
and $3,950 million, respectively.
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