[.TX] 1-8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
-----------
CARDINAL REALTY SERVICES, INC.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
141538108
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement | |. (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).
4073738 Page 1 of 8 pages
--- ---
<PAGE>
- -------------------------------
CUSIP No. 141538108 13G
- -------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
94-1681731
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 513,929/a/
REPORTING ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
None
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
513,929/a/
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,929/a/
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%/b/
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
/a/ The Issuer's securities (the "Securities") are directly owned by Bank of
America National Trust and Savings Association (BANT&SA). BANT&SA is a
direct and wholly-owned subsidiary of the parent company, BankAmerica
Corporation (BAC). Under 13d-3 BAC may be deemed to be a beneficial owner
of such securities. However, in practice and in fact BAC neither directs
nor controls the dispositive power or voting power with respect to these
securities. Accordingly, the filing of this Schedule should not be construed
as an admission that BAC beneficially owns the Securities, or that BAC has
shared voting or dispositive powers over the Securities. BAC expressly
disclaims beneficial ownership, voting power and dispositive power in
connection with the Securities.
/b/ Based on total common stock outstanding (less treasury shares) as of the
Issuer's March 31, 1996 Form 10-Q.
4073738 Page 2 of 8 pages
--- ---
<PAGE>
- -------------------------------
CUSIP No. 141538108 13G
- -------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America National Trust and Savings Association
94-1687665
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 513,929
SHARES ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
513,929
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,929
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%/a/
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
/a/ Based on total common stock outstanding (less treasury shares) as of the
Issuer's March 31, 1996 Form 10-Q.
4073738 Page 3 of 8 pages
--- ---
<PAGE>
SCHEDULE 13G
CUSIP Number: 141538108
Item 3/1/ If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
-------------------------------------------------------------------
check whether the person filing is a:
------------------------------------
This statement is not being filed pursuant to Rules 13d-1(b) or
13d-2(b).
Item 4 Ownership:
---------
Certain ownership information is based upon the Issuer's March 31,
1996 Form 10-Q./2/
(a) Amount beneficially owned:/3/
By both BankAmerica Corporation (BAC) and Bank of America
National Trust and Savings Association (BANT&SA) -- 513,929
shares
(b) Percent of class:
By both BAC and BANT&SA -- 14.2%
(c) Number of shares as to which such person has:/3/
(i) Sole power to vote or to direct the vote
BAC -- 0
BANT&SA -- 513,929
(ii) Shared power to vote or direct the vote
BAC -- 513,929
BANT&SA -- 0
(iii) Sole power to dispose or to direct the disposition of
BAC -- 0
BANT&SA -- 513,929
(iv) Shared power to dispose or to direct the disposition of
BAC -- 513,929
BANT&SA -- 0
Item 7 Identification and Classification of the Subsidiary Which Acquired
------------------------------------------------------------------
the Security Being Reported on by the Parent Holding Company:
------------------------------------------------------------
This Schedule is filed pursuant to Rule 13d-1(c), following is the
identity of the relevant subsidiary:
Bank of America National Trust and Savings Association
555 California Street
San Francisco, CA 94104
BANT&SA is a wholly-owned direct subsidiary of the parent corpora-
tion, BAC.
Item 8 Identification and Classification of Members of the Group:
---------------------------------------------------------
Not applicable.
Item 10/4/ Certification:
-------------
Not applicable.
- -------------
/1/ In the Filing Persons' original Form 13G, dated February 11, 1994 (the
"Original Filing"), Item 3 was erroneously completed. Since the Original
Filing was filed with the Commission pursuant to Rule 13d-1(c), Item 3 was
inapplicable and is amended accordingly with this filing.
/2/ Based on total common stock outstanding (less treasury shares) as of
the Issuer's March 31, 1996 Form 10-Q.
/3/ The Issuer's securities (the "Securities") are directly owned by Bank
of America National Trust and Savings Association (BANT&SA). BANT&SA is a
direct and wholly-owned subsidiary of the parent company, BankAmerica
Corporation (BAC). Under 13d-3 BAC may be deemed to be a beneficial owner
of such securities. However, in practice and in fact BAC neither directs
nor controls the dispositive power or voting power with respect to these
securities. Accordingly, the filing of this Schedule should not be construed
as an admission that BAC beneficially owns the Securities, or that BAC has
shared voting or dispositive powers over the Securities. BAC expressly
disclaims beneficial ownership, voting power and dispositive power in
connection with the Securities.
/4/ In the Original Filing, Item 10 was erroneously completed. Since the
Original Filing was filed with the Commission pursuant to Rule 13d-1(c), the
Certification required of Rule 13d-1(b) filers was inapplicable. Item 10 is
amended accordingly with this filing.
4073738 Page 4 of 8 pages
--- ---
<PAGE>
SIGNATURE/1/
---------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
BankAmerica Corporation/2/ Bank of America NT&SA/2/
By: /s/ JUDITH A. BOYLE By: /s/ JUDITH A. BOYLE
------------------- -------------------
Judith A. Boyle Judith A. Boyle
Title: Counsel (on behalf of Title: Counsel
BankAmerica Corporation)
Dated: June 27, 1996 Dated: June 27, 1996
- -------------
/1/ See Joint Filing Agreement that follows.
/2/ See signing authority that follows.
4073738 Page 5 of 8 pages
--- ---
<PAGE>
Attachment A
------------
AMENDMENT NO. 1 TO SCHEDULE 13 JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing agreement
(this "Agreement") agree as follows:
(i) The undersigned and each other person executing this Agreement are
individually eligible to use the Schedule 13G to which this is attached
and such Amendment No. 1 to Schedule 13G is filed on behalf of the undersigned
and each other person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement are
responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
* * * * *
BankAmerica Corporation Bank of America NT&SA
By: /s/ JUDITH A. BOYLE By: /s/ JUDITH A. BOYLE
------------------- -------------------
Judith A. Boyle Judith A. Boyle
Counsel (on behalf of Counsel
BankAmerica Corporation)
Date: June 27, 1996 Date: June 27, 1996
4073738 Page 6 of 8 pages
--- ---
<PAGE>
Attachment B
------------
Board of Directors Adopted: November 1, 1993
BankAmerica Corporation Last amended: August 1, 1994
GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from)
----------------------------------------------------------
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
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.
4073738 Page 7 of 8 pages
--- ---
<PAGE>
Board of Directors November 7, 1994
Bank of America NT&SA
GENERAL OPERATING RESOLUTION (Excerpts from)
--------------------------------------------
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 member, except for applications for
letters patent, trademarks, copyrights, service marks, and similar
matters, which are addressed in paragraph (b) below.
4. Officer Group Designations.
--------------------------
As used herein the officer designations "Group I," "Group II," and "Group
III" consist of the officers listed below:
Group I
- -------
the Chairman of the Board
the President
any Vice Chairman of the Board
any Vice Chairman
the Chief Operating Officer
the Chief Financial Officer
any Group Executive Vice President
any Executive Vice President
any Senior Vice President
any Managing Director
any Vice President
any Assistant Vice President
any Senior Authorized Officer
any Senior Trust Officer
any Trust Officer
4073738 Page 8 of 8 pages
--- ---
