<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BANKAMERICA CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF BANKAMERICA CORPORATION]
Richard M. Rosenberg
Chairman
March 25, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
BankAmerica Corporation to be held at 2:00 p.m. (Pacific Savings Time) on
Thursday, May 23, 1996, at the Nob Hill Masonic Center, 1111 California
Street, San Francisco, California.
At this year's meeting, you are being asked to (i) elect directors and (ii)
ratify the appointment of independent auditors. The accompanying Notice of
Annual Meeting of Shareholders and Proxy Statement describes these items. I
urge you to read this information carefully.
Your Board of Directors unanimously believes that the two items referred to
above are in the best interests of BankAmerica Corporation and its
shareholders, and accordingly recommends a vote FOR Item Nos. 1 and 2 on the
enclosed proxy card.
In addition to the formal business to be transacted, management will present
a report on BankAmerica's operations and plans and will respond to comments
and questions of general interest to shareholders.
I hope many BankAmerica shareholders will find it convenient to be present
at the meeting, and I look forward to greeting those able to attend.
It is important that your shares be represented and voted whether or not you
plan to be present. Therefore, please sign, date, and promptly mail the
enclosed proxy in the return envelope provided.
Thank you.
Sincerely,
RICHARD M. ROSENBERG
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Holders of Common Stock of BankAmerica Corporation:
The Annual Meeting of Shareholders of BankAmerica Corporation (BAC) will be
held at the Nob Hill Masonic Center, 1111 California Street, San Francisco,
California, 2:00 p.m. (Pacific Savings Time) on Thursday, May 23, 1996, for
the following purposes:
1. To elect 16 directors to serve until the 1997 Annual Meeting of
Shareholders or until their earlier retirement, resignation or removal;
2. To ratify the appointment of Ernst & Young LLP as independent auditors;
and
3. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed March 25, 1996 as the record date for the
determination of the shareholders entitled to notice of and to vote at the
Annual Meeting. A list of shareholders will be available at the meeting and
for ten days prior to the meeting at Bank of America National Trust and
Savings Association, Legal Department, 555 California Street, 8th Floor, San
Francisco, California. The Proxy Statement and form of proxy for the Annual
Meeting are first being mailed with and on the date of this notice.
By Order of the Board of Directors
CHERYL SOROKIN
Cheryl Sorokin
Executive Vice President and Secretary
March 25, 1996
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YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE.
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<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Corporate Governance...................................................... 1
. Board of Directors and Board Committees.............................. 1
. Nominating Procedures for BAC's Board................................ 3
. Director Remuneration, Stock Ownership Guidelines, Retirement and
Attendance........................................................... 3
Executive Compensation, Benefits and Related Matters...................... 6
. Report of the Executive Personnel and Compensation Committee......... 6
. Shareholder Return Performance Graph................................. 13
. Summary Compensation Table........................................... 14
. Option/SAR Grants in Last Fiscal Year................................ 16
. Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal
Year-End Options/SAR Values........................................ 17
. Long-Term Incentive Plans--Awards in Last Fiscal Year................ 17
. Pension Plans........................................................ 18
. Termination of Employment Arrangements............................... 18
. Change in Control Arrangements....................................... 19
. Contracts with Executive Officers.................................... 20
. Banking and Other Transactions....................................... 21
. Compensation Committee Interlocks and Insider Participation.......... 21
. Certain Business Relationships and Legal Proceedings................. 21
Ownership of BAC Stock.................................................... 22
. Security Ownership of Certain Beneficial Owners...................... 22
. Compliance with Section 16(a) of the 1934 Act........................ 23
Matters to Be Considered at the Meeting................................... 24
. Board Proposals:
Item No. 1: Election of Directors.................................... 24
Item No. 2: Ratification of Appointment of Ernst & Young LLP as
Independent Auditors..................................... 29
Proxies and Voting at the Meeting......................................... 30
Other Matters............................................................. 31
. Other Business for Meeting........................................... 31
. Proxy Solicitation................................................... 31
. Annual Report on Form 10-K and Annual Report to Shareholders......... 31
. Submission of Shareholder Proposals for 1997 Meeting................. 31
. Your Vote Is Important............................................... 31
</TABLE>
<PAGE>
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MAILING DATE: MARCH 25, 1996
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CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND BOARD COMMITTEES
Board of Directors
The BAC board oversees the management of the business of BAC and its
subsidiaries and determines overall corporate policies; it is also responsible
for the declaration of dividends and appoints the chief executive officer and
other BAC officers. The board held nine meetings in 1995, all of which were
held jointly with the board of Bank of America National Trust and Savings
Association (Bank), BAC's principal subsidiary. The board has adopted a set of
corporate governance principles which state the board's view on the role of
the board, board structure, committee meetings and other corporate governance
issues. Highlights of some of the major points from the principles can be
found on page 88 of the 1995 Annual Report to Shareholders. The complete text
of the principles is available from the Corporate Secretary at the following
address:
BankAmerica Corporation
Corporate Secretary's Office #13018
Bank of America Center
555 California Street
San Francisco, CA 94104
Board Committees
The standing committees of the BAC Board of Directors are the Auditing and
Examining, Executive, Executive Personnel and Compensation, Nominating, and
Public Policy. Membership as of the record date is listed below. No BAC
officer or former officer was a member of these committees except for the
Executive Committee. R.M. Rosenberg was appointed chairman of the Executive
Committee in May, 1995 and on January 8, 1996 D.A. Coulter, who succeeded R.M.
Rosenberg as Chief Executive Officer of BAC on January 1, 1996, was appointed
a member of the Executive Committee.
<TABLE>
<CAPTION>
Auditing and Executive Personnel
Examining(/1/) Executive and Compensation
<S> <C> <C>
K. Feldstein, Chair R.M. Rosenberg, Chair P.M. Hawley, Chair
A.F. Brimmer J.F. Alibrandi J.F. Alibrandi
T.F. Crull P.B. Bedford P.B. Bedford
I.E. Lozano, Jr. D.A. Coulter T.F. Crull
W.E. Massey D.E. Guinn D.E. Guinn
P.M. Hawley A.M. Spence
<CAPTION>
Nominating Public Policy
<S> <C> <C>
J.F. Alibrandi, Chair R.A. Clarke, Chair
P.B. Bedford P.B. Bedford
R.A. Clarke T.F. Crull
F.L. Hope, Jr. F.L. Hope, Jr.
J.M. Richman
A.M. Spence
</TABLE>
The functions of each standing committee and the number of meetings held by
each in 1995 follow.
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(1) G.E. Taylor, Jr., a former BAC officer, serves as a consultant to the
committee.
1
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Auditing and Examining Committee 8 meetings in 1995
. Monitors areas of significant risk, including credit risk, market risk,
liquidity risk, cross border risk, operational risk, and compliance;
. Monitors the adequacy of BAC's internal controls through reviewing
reports of regulatory examinations of BAC and its subsidiaries,
management letters, and other assessments of the adequacy of internal
controls from the independent auditors and internal auditors, together
with any proposed responses by management;
. Reviews BAC's principal financial reports and significant accounting
policy and reporting issues;
. Annually reviews and approves the scope of the auditing and credit
examination functions of BAC and monitors their performance;
. Recommends to the board the firm to be employed by BAC as its
independent auditors and monitors the firm's performance and
independence;
. Reviews reports related to the fiduciary activities of BAC's
subsidiaries and makes recommendations to the board with respect to
fiduciary activities of the subsidiaries based on those audit and
examination reviews; and
. Assists the board in meeting its fiduciary responsibilities with respect
to certain employee benefit plans of BAC.
Executive Committee 5 meetings in 1995
. Between meetings of the board, exercises all powers and authority of the
board to manage BAC's business and affairs, except the appointment or
removal of the chairman of the board or the president, dividend
declarations, and certain other basic board duties specifically reserved
to the full board in the By-laws.
Executive Personnel and Compensation Committee 8 meetings in 1995
. Approves the compensation of BAC's executive officers, including salary
and perquisites;
. Administers BAC's short-term and long-term incentive plans and deferred
compensation programs established for executive officers of BAC and its
subsidiaries; and
. Advises on succession planning (including the selection of the chief
executive officer) and the selection, development and performance of
executive officers of BAC and its subsidiaries.
Nominating Committee 5 meetings in 1995
. Recommends candidates to fill vacancies on the board and a slate of
directors for election at the Annual Meeting;
. Evaluates the size and composition of the board, and recommends to the
board criteria for selection of directors; and
. Periodically reviews and makes recommendations to the board with respect
to BAC's overall compensation program for directors.
Public Policy Committee 2 meetings in 1995
. Identifies and monitors broad political, social and environmental trends
that could affect BAC's or its subsidiaries' performance and the related
interests of employees, shareholders and customers, and the general
public;
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. Advises the board and management on long-range plans and programs for
adjusting operations to those trends and issues;
. Provides Community Reinvestment Act (CRA) oversight;
. Recommends to the board and management, as appropriate, action on
specific public policy issues; and
. Advises the board and management as to its evaluation of related
policies, practices and procedures.
Actions taken by committees are reported to the board, usually at the board's
next meeting.
NOMINATING PROCEDURES FOR BAC'S BOARD
Recommendations for new directors may be made to the Corporate Secretary.
Recommendations should include detailed biographical information and the
nominee's consent to serve. The Corporate Secretary will submit the
recommendation to the Nominating Committee. The Nominating Committee reviews
candidates to fill vacancies and recommends the slate for the next Annual
Meeting to the Board of Directors. A candidate should show evidence of
leadership in the candidate's field, have broad experience and the ability to
exercise sound business judgment, and be willing to attend board and committee
meetings. In selecting directors the board generally seeks a combination of
active or former chief executive officers of major complex businesses, leading
academics and entrepreneurs, including women and ethnic minority individuals.
Under BAC's By-laws, a shareholder of the company entitled to vote for the
election of directors must give BAC's Corporate Secretary 30 to 60 days' prior
notice if the shareholder wishes to nominate any person for election as a BAC
director at the Annual Meeting. To be considered at BAC's 1996 meeting, the
earliest date for receipt of notice was March 24, 1996 and the last day for
receipt of notice is April 23, 1996. The address for mailing is listed on page
1. The notice must give the following information: with respect to each person
the shareholder wishes to nominate, all information relating to the person
required to be disclosed in solicitations of proxies for election pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(Securities Exchange Act); the name and address of the shareholder making the
nomination, as they appear in BAC's stock records; and the class and number of
shares of BAC stock the shareholder owns. Nominations for director may be made
by shareholders at the Annual Meeting only after compliance with the procedure
described above.
DIRECTOR REMUNERATION, STOCK OWNERSHIP GUIDELINES, RETIREMENT AND ATTENDANCE
Director Remuneration
Directors who are officers of BAC are compensated as officers and receive no
additional compensation for their service as BAC directors. Non-officer
directors receive compensation for their service in the form of an annual
retainer and meeting fees, and until April 1, 1996, were entitled to payments
following retirement under the BAC Retirement Plan for Non-officer Directors
(Retirement Plan). (See "Retirement"--"Retirement Plan for Non-officer
Directors and Termination of Retirement Plan" below.) Non-officer and officer
directors are expected to meet board established guidelines for BAC stock
ownership. (See "Retirement Ownership Guidelines" below.) Honorary directors
are paid the same annual retainer and meeting fees in the amounts specified
below for non-officer directors.
Retainer
Non-officer BAC and Bank directors receive a $35,000 annual combined retainer
for service on the BAC and Bank boards. Fifty percent of this retainer must be
deferred into restricted stock equivalent units under the BAC Deferred
Compensation Plan for Directors (Deferred Compensation Plan for Directors).
Amounts so deferred are converted into restricted stock equivalent units on
the basis of the fair market value of BAC common stock at the time payment is
deferred. The value of these restricted stock equivalent units fluctuates with
changes in the market price of BAC common stock, thereby tying this portion of
directors' compensation to changes in BAC's
3
<PAGE>
stock price. The Deferred Compensation Plan for Directors provides for
dividend equivalent credits to be added to the restricted stock equivalent
units as dividends are paid on BAC common stock. Directors may also elect to
defer more than 50% of the retainer into restricted stock equivalent units or
to defer up to 50% of the retainer into an interest bearing account. All
deferred amounts are paid in cash following termination of service as a
director or, at the director's option, upon retirement from the director's
principal occupation if later than termination of board service. Directors may
elect to be paid amounts due under the Deferred Compensation Plan for
Directors in a lump sum or in a series of payments in each case commencing
January 1 of the year immediately following either (i) the year a director
retires from the board, or (ii) the later of the year a director retires from
the board or retires from his or her principal occupation.
Committee Chairs receive an additional annual combined retainer for their
service as BAC and Bank board committee chairs. The retainer for the Chair of
the BAC and Bank Auditing and Examining Committees is $15,000 and the retainer
for each of the other committee Chairs is $3,000. Members of the Auditing and
Examining Committees other than the Chair also receive an additional combined
retainer of $7,500 for their service on these committees.
Meeting Fees
Non-officer directors receive $1,200 for each day they attend a BAC or Bank
board meeting, or for each day they attend a joint meeting of the BAC and Bank
boards. Committee members receive $1,200 for each committee or joint committee
meeting attended. Non-officer directors may also be paid the equivalent of a
board meeting fee for attendance at certain qualifying business events as
determined by the Chairman of the Board. Directors may elect to defer receipt
of fees into a restricted stock equivalent unit account or an interest bearing
cash account under the Deferred Compensation Plan for Directors. All directors
are reimbursed for the expense of attending meetings.
Stock Ownership Guidelines
The board has adopted a BAC stock ownership guideline for non-officer
directors of three times the annual retainer, to be achieved within five years
of joining the board (for existing directors, five years from adoption of the
guidelines in early 1995). The guideline may be met with either or both BAC
common shares or restricted stock equivalent units under the Deferred
Compensation Plan for Directors. All current non-officer directors except for
two members have met the BAC stock ownership guideline for non-officer
directors, based on BAC's closing stock price of $73.375 per share on March
15, 1996. Additionally, in 1994, the Executive Personnel and Compensation
Committee adopted BAC stock ownership guidelines for executive officers and
certain other senior management officers. (See "Executive Compensation,
Benefits and Related Matters"--"Report of the Executive Personnel and
Compensation Committee"--"Stock Ownership Guidelines" below.)
Retirement
Retirement Plan for Non-Officer Directors and Termination of Retirement Plan
In 1989, the board adopted the Retirement Plan. As part of BAC's annual review
of corporate governance issues, the Board of Directors voluntarily resolved to
eliminate the Retirement Plan effective March 31, 1996. The board made this
decision based on the belief that a pension plan for directors was not
currently needed for BAC to attract and retain excellent directors and that
the termination could be accomplished in a manner consistent with the board's
goal of continuing to align director compensation more closely with
shareholder interests. The plan's elimination means that non-officer directors
joining the board after March 31, 1996 will receive no retirement payments
from BAC. Seven of the board's current directors, each of whom has less than
ten years service on the board, automatically will have the present value of
accrued benefits under the Retirement Plan converted to restricted stock
equivalent units under the Deferred Compensation Plan for Directors. The
remaining seven non-officer directors, each of whom has served on the BAC
board for ten years or more, were given the option to elect to continue to be
covered by the Retirement Plan, or to convert the present value of benefits
accrued under
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the Retirement Plan into restricted stock equivalent units under the Deferred
Compensation Plan for Directors. None of the current directors have elected to
continue under the Retirement Plan. The present value of benefits accrued will
be converted to restricted stock equivalent units under the Deferred
Compensation Plan for Directors based on the average fair market value of BAC
common stock during the first ten trading days of April, 1996. As described
under "Director Remuneration"--"Retainer" above, the value of restricted stock
equivalent units fluctuates with the fair market value of BAC common stock.
For all former non-officer directors who retired after the Plan's adoption in
1989 and prior to April 1, 1996, the Retirement Plan provides that directors
who have at least ten years of service (or who reach the board's mandatory
retirement age with at least five years of service) are entitled to receive an
annual retirement payment for the lesser of ten years or the number of years
the director served on the board. The annual payment is equal to the fixed
amount of the annual board retainer in effect at the time of the director's
retirement. Prior to August, 1994, the payment was equal to the annual board
retainer from time to time in effect. The annual retirement payment is payable
in quarterly installments.
Mandatory Retirement Policy
The Board of Directors has a mandatory retirement policy which provides that
directors will not stand for election after reaching age 70 and an officer may
not serve as a director after retirement from officer status, except that a
retiring chief executive officer or chief executive officer who relinquishes
the title in anticipation of retirement from officer status may continue to
stand for election as a director after retirement until reaching the board's
mandatory retirement age of 70.
Director Attendance
During 1995, the incumbent BAC directors attended the following percentages of
meetings of the BAC board and board committees of which they were members:
J.F. Alibrandi, 93%; J.E. Barad, 50%; P.B. Bedford, 100%; A.F. Brimmer, 90%;
R.A. Clarke, 100%; D.A. Coulter, 100%; T.F. Crull, 96%; K. Feldstein, 100%;
D.E. Guinn, 96%; P.M. Hawley, 91%; F.L. Hope, Jr., 100%; I.E. Lozano, Jr.,
95%; W.E. Massey, 90%; J.M. Richman, 100%; R.M. Rosenberg, 100%; A.M. Spence,
74%. J.E. Barad's attendance was affected by illnesses. In addition to
attendance at board and committee meetings, directors discharge their
responsibilities throughout the year by personal meetings and telephone
contact with BAC executive officers and others regarding the business and
affairs of BAC and its subsidiaries.
5
<PAGE>
EXECUTIVE COMPENSATION, BENEFITS AND RELATED MATTERS
REPORT OF THE EXECUTIVE PERSONNEL AND COMPENSATION COMMITTEE
Responsibilities and Composition of the Committee
The Executive Personnel and Compensation Committee (Committee) is responsible
for (i) establishing compensation programs for executive officers of BAC and
its subsidiaries designed to attract, motivate and retain key executives
responsible for the success of the corporation as a whole, (ii) administering
and maintaining such programs in a manner that will benefit the long-term
interests of BAC and its shareholders, and (iii) determining the compensation
of BAC's executive officers. The Committee also advises on succession planning
(including the selection of the chief executive officer) and the selection,
development and performance of executive officers of BAC and its subsidiaries.
The Committee serves pursuant to a charter adopted by the Board of Directors.
The Committee is composed entirely of directors who have never served as
officers of BAC.
Compensation Philosophy and Objectives
The Committee believes that BAC's executive officer compensation should be
determined according to a competitive framework based on overall financial
results, individual contributions, teamwork and business unit results that
help build value for BAC's shareholders. Within this overall philosophy, the
Committee's specific objectives are to:
. Offer a total compensation program that takes into account the
compensation practices and financial performance of the Peer Group (as
defined below under "Compensation Components and Process").
. Provide annual variable compensation awards that (i) take into account
BAC's overall performance relative to corporate objectives and Peer
Group performance and (ii) are based on individual contributions,
teamwork and business unit results that help create value for BAC's
shareholders.
. Align the financial interests of executive officers with those of
shareholders by providing significant equity-based long-term incentives.
. Provide very limited use of special benefits and perquisites to assist
BAC executives in fulfilling their responsibilities.
. Emphasize performance-based and equity-based compensation as executive
officer level increases. In particular, as officer level increases, the
Committee (i) focuses more on overall BAC performance, teamwork,
individual contributions and business unit results and less on Peer
Group marketplace compensation comparisons, (ii) emphasizes variable,
performance-based compensation versus fixed compensation, and (iii)
provides a significantly greater proportion of total compensation which
is equity-based. As a result, executive officers have a greater
proportion of total compensation at risk, meaning that payment will vary
depending upon overall BAC performance, teamwork and individual and
business unit contributions.
Compensation Components and Process
There are three major components of BAC's executive officer compensation: (i)
base salary, (ii) annual incentive awards and (iii) long-term incentive
awards.
The process utilized by the Committee in determining executive officer
compensation levels for all of these components is based upon the Committee's
subjective judgment and takes into account both qualitative and quantitative
factors. No specific weights are assigned to such factors with respect to any
compensation component. Among the factors considered by the Committee are the
recommendations of the chief executive officer with respect to the
compensation of BAC's other key executive officers. However, the Committee
makes the final compensation decisions concerning such officers.
6
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In making compensation decisions, the Committee considers compensation
practices and financial performance of the Peer Group (as defined in the next
paragraph). This information provides guidance to the Committee, but the
Committee does not target total executive compensation or any component
thereof to any particular point within, or outside, the range of Peer Group
results. However, the Committee believes that compensation at or near the 50th
percentile of the Peer Group for base salaries and at or near the 75th
percentile for total cash compensation and long-term incentive awards is
generally appropriate for the Committee to use as a framework for compensation
decisions. The specified percentiles are considered on both an absolute basis
and a size-adjusted basis (i.e., reflecting compensation levels that are
commensurate with BAC's size relative to the sizes of the Peer Group
companies). Specific compensation for individual officers will vary from these
levels as the result of subjective factors considered by the Committee
unrelated to compensation practices of the Peer Group. (See "Compensation
Philosophy and Objectives" above.)
The Peer Group is comprised of companies that are among the 15 largest United
States bank holding companies by asset size, including BAC (Peer Group). The
Committee selects various groupings of these 15 companies as it deems
appropriate for different compensation and financial performance comparisons.
All 15 of these companies are included in the performance peer group (i.e.,
the companies covered by the Standard & Poor's (S&P) Bank Composite Index)
used for the shareholder return performance graph set forth below.
In making compensation decisions, the Committee also from time to time
receives assessments and advice regarding the compensation practices of BAC
and others from independent compensation consultants.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits the tax deductibility by a
company of compensation in excess of $1,000,000 paid to any of its five most
highly compensated executive officers. However, performance-based compensation
that has been approved by shareholders is excluded from the $1,000,000 limit
if, among other requirements, the compensation is payable only upon attainment
of pre-established, objective performance goals and the board committee that
establishes such goals consists only of "outside directors" (as defined for
purposes of Section 162(m)). All of the members of the Committee qualify as
"outside directors."
By virtue of amendments to the Senior Management Incentive Plan (SMIP)
approved by the shareholders at the 1994 Annual Meeting, the compensation paid
under the SMIP will, in BAC's opinion, continue to be deductible. In addition,
at the 1995 Annual Meeting, the shareholders approved an amendment to the 1992
Management Stock Plan (MSP), which enables the full amount of compensation
resulting from the grant of options and stock appreciation rights under the
MSP to continue to be deductible. All other forms of awards under the MSP must
meet the general requirements described in the previous paragraph in order to
avoid the deduction limitations of Section 162(m).
While the tax impact of any compensation arrangement is one factor to be
considered, such impact is evaluated in light of the Committee's overall
compensation philosophy. The Committee intends to establish executive officer
compensation programs which will maximize BAC's deduction if the Committee
determines that such actions are consistent with its philosophy and in the
best interests of BAC and its shareholders. However, from time to time the
Committee may award compensation which is not fully deductible if the
Committee determines that such award is consistent with its philosophy and in
the best interests of BAC and its shareholders. In BAC's opinion, all payouts
of compensation to executive officers in 1995, including payouts resulting
from the 1995 vesting of awards made under the MSP, are fully deductible by
BAC.
Continued Implementation of Changes in Compensation Amounts
Based on the Committee's (i) overall philosophy to pay executive officers
according to a competitive framework and (ii) practice of paying executive
officers according to the scope of their duties and responsibilities, in 1994
the Committee deemed it necessary to make changes in the amounts of all major
components of executive compensation. At that time the Committee determined
that it would be advisable to implement the necessary changes generally over a
two-year period.
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The Committee's determination in 1994 regarding the need for increased
executive compensation was supported by findings of an independent
compensation consulting firm retained by BAC. The competitive review performed
by that firm in 1994 indicated that the compensation for the executive
officers named in the Summary Compensation Table was significantly less than
compensation levels deemed appropriate by the Committee when compared to Peer
Group compensation levels both on a size-adjusted and an absolute basis. (See
"Compensation Components and Process" above.) In 1995, that firm performed a
new competitive review for purposes of assessing BAC's progress in achieving
more appropriate compensation levels. The new competitive review showed that
although progress had been made in achieving more appropriate compensation
levels, particularly with respect to annual and long-term incentive
compensation, BAC's executive compensation remained below levels deemed
appropriate by the Committee when compared to Peer Group compensation levels.
In 1995, the Committee affirmed that increased executive compensation
continued to be warranted in view of (i) this continuing competitive shortfall
in BAC's executive compensation in relation to Peer Group compensation levels
and (ii) the increase in the scope of BAC's executive officer management
responsibilities as the result of the mergers of Security Pacific Corporation
and Continental Bank Corporation into BAC and other acquisitions, and the
related increased diversification of BAC's lines of business, products and
geographic base.
Base Salary
Base salaries for executive officers are established at levels considered
appropriate in light of the scope of the duties and responsibilities of each
officer's position and taking into account Peer Group compensation practices.
Annual Incentive Awards
Executive officers receive annual cash incentive awards under the SMIP. At the
discretion of the Committee, awards may also be made in a combination of cash
under the SMIP and restricted stock under the MSP.
At the 1994 Annual Meeting, the shareholders approved a formula for
calculating the maximum amount of annual incentive awards payable to certain
executive officers under the SMIP. The formula establishes a fixed percentage
of adjusted income before tax expense (pre-tax income) as the maximum
aggregate amount available to be paid to executive officers named in the
Summary Compensation Table and certain other executive officers as annual
incentive awards under the SMIP. The formula also sets the maximum percentage
payable to any one executive officer at 0.20% of pre-tax income. Under the
formula, pre-tax income is adjusted to exclude the effects of extraordinary
items and the cumulative effect of certain accounting changes.
This fixed percentage will decrease to the extent BAC's return on average
stockholders' equity in any given year falls below the target level set forth
in the SMIP. The Committee does not have the authority to increase the
percentage of pre-tax income available for aggregate or individual SMIP awards
or to adjust the return on average stockholders' equity target level. The
Committee does, however, have discretion to grant SMIP awards which are less
than the amounts called for by the formula on an aggregate or individual
basis, based on quantitative and qualitative factors which the Committee
determines are appropriate. The Committee exercised this discretion for the
1995 awards.
Long-Term Incentive Awards
MSP Description, Process and Practice
The MSP authorizes the Committee to make grants of stock options, stock
appreciation rights, restricted stock, restricted stock equivalent units and
other stock-based awards. Stock option awards under the MSP cannot be issued
with an exercise price below the market price of BAC common stock at the time
of the award and the exercise price cannot be changed after the award is
issued, except to accommodate any stock splits or conversions which would
affect all shareholders. Stock-based awards are generally granted to executive
officers
8
<PAGE>
on an annual basis. It has been the practice of the Committee to grant stock
options to both executive officers and other members of senior management. The
aggregate number of shares that may be granted to all plan participants in any
one year is presently limited by the MSP to 1.5% of the number of BAC common
shares outstanding as of the end of the previous year, plus any shares
available for issuance but remaining unissued from the previous year.
In determining the size of each executive officer's stock option award made in
August, 1995, the Committee considered the results of the competitive review
performed in 1995 as it pertained to long-term incentive compensation and
total compensation. (See the discussion of that competitive review under
"Continued Implementation of Changes in Compensation" above.) The Committee
also considered its objective of attaining long-term incentive compensation
levels deemed appropriate by the Committee when compared to Peer Group
compensation levels on a size-adjusted and an absolute basis. In addition, the
Committee considered past stock option awards. The Committee also took into
account the vesting prior to the August, 1995 stock option awards of the first
installment of performance share units under the performance share program
that was adopted in 1994. (The performance share program is discussed
immediately below under "Performance Share Program.") In addition, the
Committee took into account the chief executive officer's award
recommendations for the other key executive officers.
Performance Share Program
(a) Description
The Committee approved a performance share program in 1994 covering nine
executive officers, including those named in the Summary Compensation
Table. Under the performance share program, which was adopted pursuant to
the MSP, these nine executive officers received a grant on November 7, 1994
of an aggregate of 695,000 performance share units, each of which consists
of 0.6 of a share of BAC restricted common stock and a cash component equal
to 0.4 of the value of a share of BAC common stock on the date the unit
vests. These specific performance share unit awards are deductible at the
time of vesting pursuant to regulations adopted under Section 162(m) of the
Internal Revenue Code.
Under the performance share program, the vesting of the performance share
units is based on BAC's common stock price performance over a maximum
three-year period, with one-third of the units vesting upon the attainment
of each of three respective target stock prices for 10 trading days in a
period of 20 consecutive trading days. The target stock prices for the
vesting of the three installments were set at $49.29, $56.69 and $65.19,
respectively. Relative to the stock price on the award date, the attainment
of each of the successive stock price targets represents a compound return
of 15% to the shareholders and the attainment of all three stock price
targets represents a total return to shareholders in excess of 52%.
(b) Objectives
The performance share program was adopted based on the following
objectives:
. To promote the creation of shareholder value by conditioning the vesting
of performance share units upon actual increases in BAC's common stock
price or superior relative total shareholder return;
. To attain more appropriate levels of long-term incentive awards;
. To promote teamwork and a common focus among executives by making the
vesting of performance share units dependent upon the effect of overall
BAC performance on BAC's stock price, or total shareholder return,
rather than upon individual and business unit contributions; and
. To facilitate increased stock ownership by executive officers by
including a cash component in each performance share unit that may be
used to pay income taxes when the units vest, thereby enabling the
executive officers to retain substantially all the stock underlying the
units.
9
<PAGE>
(c) Vesting Experience
On April 21, 1995 and September 14, 1995, the first target stock price and
the second target stock price, respectively, were attained. Accordingly,
the first and second installments of performance share units vested,
resulting in payouts in 1995 consisting of the release of the restricted
stock portions of such units and the payment of the cash portions of such
units. The dollar values of the 1995 payouts for the officers named in the
Summary Compensation Table are set forth under the "LTIP Payouts" column of
that table. On February 13, 1996, the third and final target stock price
was attained. Consequently, the final one-third of the performance share
units vested, resulting in payouts in February, 1996 consisting of the
release of the restricted stock portions of such units and the payment of
the cash portions of such units.
In October, 1995, after the vesting of the first two installments of
performance share units, 20,000 performance share units were awarded to a
tenth executive officer, Vice Chairman M.J. Murray. (See the table
captioned "Long-Term Incentive Plans--Awards in Last Fiscal Year.") All of
Mr. Murray's performance share units were subject to the same vesting
requirements as the third and final installment of performance share units
held by the other nine executive officers. Therefore, all of Mr. Murray's
performance share units also vested in February, 1996.
At the Annual Meeting held on May 25, 1995, BAC's shareholders approved
material amendments to the MSP. Pursuant to a transition rule under
Internal Revenue Code Section 162(m), once those amendments became
effective on May 25, 1995, it became necessary for new awards of
performance share units to be approved by BAC's shareholders in order for
resulting payouts to constitute tax deductible performance-based
compensation within the meaning of Section 162(m). (See "Policy on
Deductibility of Compensation" above.) Although Mr. Murray's award of
performance share units was made after the effective date of the MSP
amendments, BAC determined that, consistent with its policy set forth under
"Policy on Deductibility of Compensation," it would not seek shareholder
approval of this single award because any nondeductible compensation would
not be a material amount to BAC. Accordingly, if Mr. Murray is one of the
five most highly compensated officers for 1996, the payout to him in 1996
resulting from the vesting of his performance share units will not be tax
deductible to the extent that the payout, combined with any salary and
other compensation that is not performance-based under Section 162(m),
exceeds $1,000,000 for 1996.
With respect to any of these executive officers who will be required to be
named in the Summary Compensation Table in next year's proxy statement, the
dollar value of the 1996 payouts will, as required by regulations of the
Securities and Exchange Commission (SEC), be reported under the "LTIP
Payouts" column of that table.
Prior to the vesting of the performance share units, the executive officers
received dividends and had voting rights with respect to the restricted
stock component of such units.
Stock Ownership Guidelines
The Committee established stock ownership guidelines in 1994 for executive
officers and certain other senior management officers as a way to help better
align the financial interests of these officers with those of shareholders.
These officers are expected to make continuing progress towards compliance
with these guidelines during the three-year period that began on November 7,
1994 and generally to fully comply with these guidelines by November 7, 1997.
These guidelines are as follows:
. Chief Executive Officer: 5 times base salary.
. Eight other executive officers, including those other officers named in
the Summary Compensation Table (other than R.M. Rosenberg and L.W.
Coleman, who are no longer subject to these guidelines): 3 times base
salary.
. Certain other senior management officers (approximately 40 officers): 1
times base salary.
All officers subject to these guidelines have either met or are making
substantial progress towards meeting these guidelines.
10
<PAGE>
Chief Executive Officer Compensation
At the end of 1995, R.M. Rosenberg concluded his tenure as Chief Executive
Officer of BAC. In evaluating the compensation of Mr. Rosenberg for services
rendered in 1995, as Chairman of the Board as well as Chief Executive Officer
of BAC, the Committee examined both quantitative and qualitative factors and
discussed with each non-employee member of the board his or her evaluation of
Mr. Rosenberg's performance based on such factors.
In looking at quantitative factors, the Committee reviewed BAC's 1995
financial results and compared them with those of the Peer Group and with
BAC's financial results for 1994. The Committee reviewed BAC's record net
earnings of $2.664 billion for 1995, an increase of 22% from 1994; BAC's two
most important financial performance measures for 1995--earnings per share and
return on average common shareholders' equity--and the attainment of
significant increases of 21% and 138 basis points, respectively, in such
measures from 1994; a 64% increase from 1994 in BAC's common stock price;
total shareholders' return and return on average total assets, each of which
increased; and other quantitative factors. In addition, the Committee took
into account the continued difficult economic environment in California, BAC's
principal geographic market. The Committee did not apply any specific
quantitative formula which would assign weights to these performance measures
or establish numerical targets for any given factor.
In addition to the above quantitative accomplishments, the Committee
considered the following accomplishments that are qualitative in nature. The
Committee recognized Mr. Rosenberg's continued leadership in positioning BAC
strategically for future significant developments in the banking industry,
such as his continued efforts with respect to the expansion of securities
underwriting and distribution powers pursuant to Section 20 of the Glass-
Steagall Act and with respect to interstate banking and alternative retail
banking delivery systems, and in otherwise continuing to develop long-term
strategies for BAC. The Committee also recognized Mr. Rosenberg's efforts in
successfully directing the completion of the integration of Continental Bank
Corporation operations into BAC. The Committee also recognized his leadership
in relation to the placement of greater emphasis on the allocation of BAC's
capital to businesses providing greater return to shareholders, resulting,
among other things, in the substantial completion of the sale of BAC's
institutional trust and securities services businesses. Further, the Committee
acknowledged Mr. Rosenberg's continued leadership in community reinvestment
and economic development activities as evidenced by the fact that all BAC
subsidiary bank units received "satisfactory" or better Community Reinvestment
Act (CRA) ratings, with six units having received "outstanding" CRA ratings,
including BAC's principal subsidiary, Bank of America National Trust and
Savings Association. In addition, the Committee recognized Mr. Rosenberg's
leadership in causing BAC to play a significant role in developing new federal
legislation in areas of importance to BAC, including securities litigation
reform legislation. The Committee also acknowledged Mr. Rosenberg's
contribution to the succession planning that was necessary to ensure an
orderly transition following the selection of his successor as Chief Executive
Officer and, despite the related management changes, the continuation of a
cohesive and effective management team. The Committee also acknowledged his
leadership in the expansion of BAC's operations, particularly in the western
and midwestern United States and the diversification of BAC's earnings stream,
thereby lowering BAC's exposure to regional economic downturns. In addition,
the Committee recognized Mr. Rosenberg's leadership in building sufficient
size and scale to enhance BAC's flexibility to take advantage of opportunities
to grow earnings from within or by acquisition.
Based on the foregoing, the competitive review performed in 1995 (which is
discussed above under "Continued Implementation of Changes in Compensation
Amounts"), and the factors considered in determining the sizes of the stock
option awards (which are discussed above under "Long-Term Incentive Awards"),
the Committee made the following determinations with respect to Mr.
Rosenberg's compensation for 1995. Effective August 1, 1995, Mr. Rosenberg's
annual base salary was increased from $800,000 to $900,000. In addition, in
January, 1996, the Committee approved a cash incentive award for 1995 of
$3,700,000. This incentive compensation was awarded under the SMIP and, in
BAC's opinion, is tax deductible. The 1995 annual incentive award constituted
approximately 81% of Mr. Rosenberg's total salary and annual incentive
compensation. In 1995, the Committee
11
<PAGE>
also authorized a grant to Mr. Rosenberg of a long-term incentive award in the
form of options to acquire 175,000 shares of BAC common stock under the MSP.
Unlike normal MSP awards, in which vesting is accelerated upon an officer's
retirement, Mr. Rosenberg's 1995 stock option award does not permit the
acceleration of vesting in the event of his retirement. (See the table
captioned "Option/SAR Grants in Last Fiscal Year" and footnotes 1 and 2
thereto.)
The Committee's decisions relating to Mr. Rosenberg's compensation were
ratified by the board.
The Committee also approved the compensation of BAC's other executive officers
for 1995, following the principles and procedures outlined in this
report.(/1/)
EXECUTIVE PERSONNEL AND COMPENSATION
COMMITTEE
P. M. Hawley, Chair
J. F. Alibrandi
P. B. Bedford
T. F. Crull
D. E. Guinn
A. M. Spence
- --------
(1) Pursuant to Item 402(a)(9) of Regulation S-K promulgated by the SEC,
neither the "Report of the Executive Personnel and Compensation Committee"
nor the material under the caption "Shareholder Return Performance Graph"
shall be deemed to be filed with the SEC for purposes of the Securities
Exchange Act, nor shall such report or such material be deemed to be
incorporated by reference in any past or future filing by BAC under the
Securities Exchange Act or the Securities Act of 1933, as amended.
12
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on BAC common stock against the cumulative
return on the S&P 500 Stock Index as well as the S&P Bank Composite Index for
the five-year period from December 31, 1990 through December 31, 1995. The
graph assumes that $100 was invested on December 31, 1990 in BAC common stock
and the indices, and that all dividends were reinvested quarterly.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
BAC COMMON STOCK, S&P 500, S&P BANK COMPOSITE
(YEAR-END DECEMBER 31)
[PERFORMANCE GRAPH APPEARS HERE]
TOTAL SHAREHOLDER RETURN
<TABLE>
<CAPTION>
Measurement Period S&P Bank
(Fiscal Year Covered) S&P 500 Composite BAC
- --------------------- ------- --------- -------
<S> <C> <C> <C>
Measurement Pt- 12/31/1990 $100 $100 $100
FYE 12/31/1991 $130.34 $152.76 $139.79
FYE 12/31/1992 $140.25 $208.07 $186.54
FYE 12/31/1993 $154.32 $230.54 $191.73
FYE 12/31/1994 $156.42 $217.31 $169.61
FYE 12/31/1995 $214.99 $343.32 $287.34
</TABLE>
13
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-----------------------------------------------------------------------------------
AWARDS PAYOUTS
-----------------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS AWARD(S) OPTIONS/SAR PAYOUTS COMPENSATION
POSITION IN 1995 YEAR ($) ($) ($)(/1/) (#) ($)(/2/) ($)(/3/)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
R.M. ROSENBERG 1995 $841,666 $3,700,000 -0- 175,000 $7,312,537 $ 129,667
Chairman and Chief 1994 741,667 2,400,000 (/1/) 150,000 -0- 438,018
Executive Officer 1993 700,000 1,500,000 -0- 150,000 -0- 422,030
- --------------------------------------------------------------------------------------------------------
L.W. COLEMAN 1995 677,083 1,500,000(/4/) -0- 100,000 4,021,912 5,095,583
Vice Chairman of the 1994 537,500 1,212,500 (/1/) 85,000 -0- 55,900
Board and Chief 1993 491,667 860,000 -0- 70,000 -0- 49,673
Financial Officer(/4/)
- --------------------------------------------------------------------------------------------------------
D.A. COULTER 1995 530,985 1,250,000 -0- 125,000 2,193,750 64,049
President 1994 341,667 750,000 (/1/) 45,000 -0- 36,333
1993 300,000 385,000 -0- 30,000 -0- 36,210
- --------------------------------------------------------------------------------------------------------
M.E. ROSSI 1995 490,833 1,000,000 -0- 60,000 2,193,750 47,633
Vice Chairman 1994 340,000 700,000 (/1/) 45,000 -0- 34,600
1993 293,750 525,000 -0- 45,000 -0- 4,500
- --------------------------------------------------------------------------------------------------------
T.E. PETERSON 1995 537,500 850,000 -0- 60,000 2,193,750 45,500
Vice Chairman 1994 425,000 600,000 (/1/) 50,000 -0- 36,000
1993 395,833 475,000 -0- 40,000 -0- 32,558
- --------------------------------------------------------------------------------------------------------
M.A. STEIN 1995 457,917 750,000 -0- 50,000 2,193,750 46,317
Vice Chairman 1994 322,500 700,000 (/1/) 40,000 -0- 32,900
1993 287,500 500,000 -0- 40,000 -0- 27,579
- --------------------------------------------------------------------------------------------------------
M.J. MURRAY 1995 418,750 850,000 (/1/) 45,000 -0- 50,938
Vice Chairman(/5/)
</TABLE>
(1) No restricted stock was awarded in 1995 to the named executive officers
other than the restricted stock portion of 20,000 performance share units
awarded to Mr. Murray under BAC's performance share program. (That award
is reported in the table captioned "Long-Term Incentive Plans--Awards in
Last Fiscal Year.") The only restricted stock awarded in 1994 to the named
executive officers consisted of (i) the restricted stock portion of
performance share units awarded under the performance share program to
such officers (other than Mr. Murray who was not an executive officer in
1994) and (ii) the restricted stock portion of an award made to Mr. Murray
under a separate program for certain senior management officers below the
executive officer level. (For a discussion of the performance share
program see "Long-Term Incentive Awards--Performance Share Program" in the
"Report of the Executive Personnel and Compensation Committee.") No
restricted stock was awarded to the named executive officers in 1993.
The dollar value of all shares of restricted stock held on December 31, 1995
was as follows, based on the number of shares of restricted stock multiplied
by $64.75, the closing price of BAC common stock on that date: R.M.
Rosenberg--65,000 shares ($4,208,750); L.W. Coleman--22,000 shares
($1,424,500); each of D.A. Coulter, M.E. Rossi, T.E. Peterson and M.A.
Stein--12,000 shares ($777,000); and M.J. Murray--16,800 shares
($1,087,800). These shares of restricted stock consist of (i) the restricted
stock portion of the performance share units awarded to Mr. Murray in 1995,
(ii) the restricted stock portion of the third and final installment of
performance share units awarded to the other named executive officers in
1994 (see footnote 2 below) and (iii) all other shares of restricted stock
otherwise awarded to the named executive officers but not vested as of
December 31, 1995. Dividends are paid on all shares of restricted stock.
(2) In 1995, two of three possible equal installments of performance share
units vested. Such vesting resulted in payouts consisting of the release
of the restricted stock portions of such units and the payment of the cash
portions of such units. (See "Long-Term Incentive Awards--Performance
Share Program--Vesting Experience" in the "Report of the Executive
Personnel and Compensation Committee.") The payouts for the first
installment of performance share units, which vested on April 21, 1995,
were as follows, based on the BAC common stock price of $49.6875 on such
vesting date: R.M. Rosenberg--40,000 shares ($1,987,500) and 26,667 cash-
paid stock units ($1,325,017); L.W. Coleman--22,000 shares ($1,093,125)
and 14,667 cash-paid stock units ($728,767); and each of D.A. Coulter,
M.E. Rossi, T.E. Peterson and
14
<PAGE>
M.A. Stein--12,000 shares ($596,250) and 8,000 cash-paid stock units
($397,500). The payouts for the second installment of performance share
units, which vested on September 14, 1995, were as follows, based on the BAC
common stock price of $60.00 on such vesting date: R.M. Rosenberg--40,000
shares ($2,400,000) and 26,667 cash-paid stock units ($1,600,020); L.W.
Coleman--22,000 shares ($1,320,000) and 14,667 cash-paid stock units
($880,020); and each of D.A. Coulter, M.E. Rossi, T.E. Peterson and M.A.
Stein--12,000 shares ($720,000) and 8,000 cash-paid stock units ($480,000).
The aggregate payout amount for each of these named executive officers, as
shown in the table above, is the sum of his payout amounts for the first and
second installments of performance share units. Mr. Murray did not hold any
performance share units at the time of the vesting of the first and second
installments of performance share units.
(3) The amounts shown consist of employer contributions to the BankAmerica
401(k) Investment Plan (formerly known as the BankAmerishare Plan), an
employee savings plan, and supplemental retirement plans; in the case of
Mr. Rosenberg for 1994 and 1993, the two required payments under his 1987
employment agreement; and in the case of Mr. Coleman for 1995, a payment
of $5,020,000 under an agreement relating to his resignation (see
"Termination of Employment Arrangements" below). For 1995, employer
contributions to such 401(k) plan and supplemental retirement plans,
respectively, for the following named executive officers were: R.M.
Rosenberg--$6,000 and $123,667; L.W. Coleman--$6,000 and $69,583; D.A.
Coulter--$7,500 and $56,549; M.E. Rossi--$6,000 and $41,633; T.E.
Peterson--$6,000 and $39,500; M.A. Stein--$6,000 and $40,317; and M.J.
Murray--$7,500 and $43,438.
(4) Mr. Coleman resigned as Vice Chairman of the Board and Chief Financial
Officer effective December 1, 1995. Pursuant to an agreement relating to
his resignation, he received, among other consideration, a payment of
$1,500,000 in lieu of a bonus. (See "Termination of Employment
Arrangements" below.)
(5) Mr. Murray became a BAC executive officer in October, 1995 and, in
accordance with SEC regulations, information is provided only for 1995.
15
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS GRANT
UNDERLYING GRANTED TO EXERCISE OR DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#)(/1/) FISCAL YEAR ($/SH) DATE VALUE ($)(/3/)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R.M. Rosenberg 58,333 1.13% $53.875 (/2/) $ 613,663
116,667 2.27% 53.875 01/01/2001(/2/) 1,519,004
- ------------------------------------------------------------------------------------------
L.W. Coleman 100,000 1.95% 53.875 08/07/2005 1,165,000
- ------------------------------------------------------------------------------------------
D.A. Coulter 60,000 1.17% 53.875 08/07/2005 699,000
40,000 0.78% 54.625 08/18/2005 476,800
25,000 0.49% 66.437 12/04/2005 342,250
- ------------------------------------------------------------------------------------------
M.E. Rossi 60,000 1.17% 53.875 08/07/2005 699,000
- ------------------------------------------------------------------------------------------
T.E. Peterson 60,000 1.17% 53.875 08/07/2005 699,000
- ------------------------------------------------------------------------------------------
M.A. Stein 50,000 0.97% 53.875 08/07/2005 582,500
- ------------------------------------------------------------------------------------------
M.J. Murray 15,000 0.29% 53.875 08/07/2005 174,750
30,000 0.58% 60.000 10/02/2005 384,300
</TABLE>
(1) Options were granted to each of the named executive officers on August 7,
1995. Additional options were granted to Mr. Coulter on August 18, 1995
and December 4, 1995. Additional options were granted to Mr. Murray on
October 2, 1995. Except for Mr. Rosenberg's options, one-third of the
options granted become exercisable on each of the first, second and third
anniversaries of the date of grant. One-third of Mr. Rosenberg's options
are exercisable on the first anniversary of the date of grant and the
remaining two-thirds become exercisable on January 1, 1998.
(2) The first one-third of Mr. Rosenberg's options that become exercisable on
the first anniversary of the date of grant expires on the earlier of
August 7, 2005 or the third anniversary of his retirement date. The
remaining two-thirds expire on January 1, 2001.
(3) The estimated "grant date present values" of options granted in 1995 are
based on a variation of the Black-Scholes option pricing model, a model
that reflects certain arbitrary assumptions regarding variable factors
such as interest rates, stock price volatility and dividend yield. Stock
options have value only as a result of appreciation in the price of BAC
common stock, which benefits all shareholders. If, at the time of
exercise, the price of BAC common stock is the same as or lower than the
option exercise price, there will be no gain to the option holder. For the
purposes of establishing the "grant date present values" specified above,
the model assumed: a return volatility of 33.6%, which reflects the
monthly stock volatility for BAC and the Peer Group for the five years
prior to the grant date, and a dividend yield of 3.44%, which reflects
historical yields for BAC and the Peer Group. For all of the options,
except Mr. Rosenberg's, the expected option term calculation was based on
the historical distribution of options exercised and cancelled for the
seven grants from 1982 through 1986. Mr. Rosenberg's expected option term
was calculated on the assumption that his options will be exercised
equally over the earliest remaining life of his options. Options values
were computed for each term, using the zero coupon U.S. Treasury bond
interest rate for that term, and a weighted options value was computed
based on the historical proportion of options exercised and cancelled for
each term. For the options whose expected term was based upon the 1982 to
1986 grant experience a cancellation factor of 10.6% was then applied,
which adjusts for the proportion of options cancelled prior to being fully
vested. No cancellation factor was assumed for Mr. Rosenberg's options.
There are many methods of attributing hypothetical value to options. An
alternative to the Black-Scholes model is to assume a fixed annual rate of
stock price appreciation over the term of the option. Using this alternative
and assuming that BAC's common stock price appreciated at 5% per year,
compounded annually over the 10-year term of the options, the aggregate gain
accruing to the named executive officers would be approximately $19.4
million. Assuming the same rate of appreciation, the gain to all
shareholders would be approximately $12.4 billion (based on 367,447,202
shares outstanding at December 31, 1995). If the common stock price
appreciated at a 10% annual rate, total gain for the named executive
officers would be approximately $48.5 million, compared with a gain of over
$31.6 billion for all shareholders. Thus, in each example, 99.85% of the
hypothetical gain would be realized by other shareholders and 0.15% would
accrue to the named executive officers.
Neither the "grant date present values" shown in the table nor the price
appreciation figures in this footnote should be considered predictions of
future BAC stock prices.
16
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF VALUE OF
SECURITIES SECURITIES UNEXERCISED VALUE OF
UNDERLYING UNDERLYING IN-THE- UNEXERCISED
UNEXERCISED UNEXERCISED MONEY(/2/) IN-THE-
OPTIONS/SARS OPTIONS/SARS OPTIONS/SARS MONEY(/2/)
AT FISCAL AT FISCAL AT FISCAL OPTIONS/SARS
SHARES YEAR- YEAR- YEAR- AT FISCAL
ACQUIRED ON VALUE END(#)(/1/) END(#)(/1/) END($)(/1/) YEAR-END($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
R.M. Rosenberg -0- $-0- 517,343 375,000 $17,871,860 $5,675,000
- -------------------------------------------------------------------------------------------------
L.W. Coleman -0- -0- 276,617 179,999 8,286,367 2,543,748
- -------------------------------------------------------------------------------------------------
D.A. Coulter -0- -0- 111,646 165,000 3,514,485 1,786,260
- -------------------------------------------------------------------------------------------------
M.E. Rossi -0- -0- 123,473 105,000 3,081,709 1,478,445
- -------------------------------------------------------------------------------------------------
T.E. Peterson -0- -0- 98,714 106,666 2,135,508 1,501,248
- -------------------------------------------------------------------------------------------------
M.A. Stein -0- -0- 121,808 89,999 3,183,125 1,277,488
- -------------------------------------------------------------------------------------------------
M.J. Murray -0- -0- 303,205 58,333 13,063,527 593,750
</TABLE>
(1) Includes the value of dividend equivalent credits.
(2) In-the-money options are options for which the option exercise price (the
fair market value on the date of grant) was lower than the market price of
BAC common stock on December 31, 1995. The values in the last two columns
have not been, and may never be, received by the officers. Actual gains,
if any, on option exercises will depend on the value of BAC common stock
on the exercise dates. Accordingly, there can be no assurance that the
values shown in the last two columns will be realized. The closing price
of BAC common stock on March 15, 1996 was $73.375.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE OR OTHER PERIOD
SHARES, UNITS OR OTHER RIGHTS (#)(/1/) TO MATURATION OR PAYOUT
------------------------------------------------------------------------------------------
COMPONENTS OF
PERFORMANCE
SHARE UNITS(/1/)
------------------------------------------------------------
PERFORMANCE SHARES OF CASH-
SHARE UNITS RESTRICTED PAID STOCK
NAME (#)(/1/) STOCK(#)(/1/) UNITS (#)(/1/)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
M. J. Murray 20,000 12,000 8,000 10/02/95 to 11/07/97
</TABLE>
(1) On October 2, 1995, Mr. Murray was awarded 20,000 performance share units
in connection with his appointment as a BAC executive officer. No other
performance share units were awarded in 1995. (Nine other executive
officers were awarded performance share units in 1994, and two of three
possible installments of those performance share units vested in 1995
before Mr. Murray became a BAC executive officer.) Each performance share
unit consists of 0.6 of a share of BAC restricted common stock and 0.4 of
a cash-paid stock unit (defined as a right to receive a cash payment equal
to the value of a share of BAC common stock on the date the unit vests).
(See "Long-Term Incentive Awards--Performance Share Program" in the
"Report of the Executive Personnel and Compensation Committee" for a
description of the material terms of the performance share units.) All of
Mr. Murray's performance share units were subject to the same vesting
requirement as the third and final installment of performance share units
held by the other nine executive officers. Thus, all of Mr. Murray's
performance share units vested upon the attainment in February, 1996 of
the third and final target stock price.
The performance share program provided an alternative non-stock price-based
performance criterion for the vesting of performance share units (i.e., the
attainment of a target ranking among Peer Group companies with respect to
total shareholder return at the end of the performance period). However, no
column has been included in the table above relating to that non-stock
price-based performance criterion because of the satisfaction of the
applicable stock price-based performance criterion in February, 1996.
The number of shares of restricted stock underlying Mr. Murray's performance
share units and their dollar value have been included in the December 31,
1995 restricted stock holdings set forth in the Summary Compensation Table
under footnote 1 to the "Restricted Stock Award(s)" column because his
performance share units had not vested as of that date.
17
<PAGE>
PENSION PLANS
Pension benefits are paid to executive officers under the BankAmerica Pension
Plan (formerly known as the BankAmeraccount Plan), a "cash balance" defined
benefit pension plan, and the BankAmerica Supplemental Retirement Plan, which
provides additional benefits equal to the employer-provided benefits that plan
participants do not receive under the BankAmerica Pension Plan because of
Internal Revenue Code limits. Effective January 1, 1996, participants in the
plans accrue benefits equal to 7% of qualified earnings in excess of one-half
of the Social Security wage base each year. (Participants receive
contributions to the BankAmerica 401(k) Investment Plan on qualified earnings
up to one-half of the Social Security wage base each year.) Qualified earnings
include salary and most cash incentive and bonus payments. Participants'
benefits are adjusted each year by an interest factor. Employees who accrued
benefits under final average pay defined benefit plans which were converted to
the cash balance plan also receive transition benefits. Estimated annual
retirement benefits under the BankAmerica Pension and Supplemental Retirement
Plans for the BAC executive officers named below at age 65 are as follows:
<TABLE>
<CAPTION>
AMOUNT OF
YEAR REACHING LEVEL
NAME AGE 65 ANNUITY(/1/)
--------------------------------------------------
<S> <C> <C>
R.M. Rosenberg(/2/) 1995 $91,009
--------------------------------------------------
L.W. Coleman(/3/) 2007 84,170
--------------------------------------------------
D.A. Coulter 2012 443,778
--------------------------------------------------
M.E. Rossi 2009 286,169
--------------------------------------------------
T.E. Peterson 2000 96,052
--------------------------------------------------
M.A. Stein 2005 174,196(/4/)
--------------------------------------------------
M.J. Murray 2009 401,786
</TABLE>
(1) Except for Mr. Rosenberg and Mr. Coleman, the estimated annual retirement
benefits shown assume annual bonuses equal to the average percentage bonus
(as a percentage of year-end salary) received for the last three years, a
5% interest factor, retirement at age 65 and no increase in salary.
(2) Mr. Rosenberg reached age 65 in April, 1995. The level annuity calculated
for Mr. Rosenberg is the actual amount that would have been available if
he had retired on December 31, 1995. This table includes the pension
payable under the Seafirst Corporation Retirement Plan, which merged into
the BankAmerica Pension Plan on December 31, 1995. This table does not
include certain supplemental pension payments to which Mr. Rosenberg is
entitled. (See "Contracts with Executive Officers" below.) The amount of
such supplemental pension payments would have increased the amount of the
level annuity by $ 74,391 if Mr. Rosenberg had retired on December 31,
1995.
(3) The level annuity calculated for Mr. Coleman is calculated as of February
15, 1996, his last day of employment, and assumes a 5% interest factor and
commencement of benefits at age 65.
(4) This table does not include certain supplemental pension payments to which
Mr. Stein is entitled. (See "Contracts with Executive Officers" below.)
The amount of such supplemental pension payments would increase the amount
of the level annuity by $20,000.
TERMINATION OF EMPLOYMENT ARRANGEMENTS
In December, 1995, BAC entered into an agreement with L. W. Coleman pursuant
to which Mr. Coleman resigned all officer positions held by him as part of his
employment with BAC and its subsidiaries, including his positions as Vice
Chairman of the Board and Chief Financial Officer of BAC, effective December
1, 1995. Mr. Coleman separately resigned all his directorships with BAC and
its subsidiaries, effective December 1, 1995. Under the agreement, however,
Mr. Coleman remained a non-officer employee of BAC through February 15, 1996.
Under the agreement, Mr. Coleman continued to receive his monthly salary for
the period through February 15, 1996. In addition, on January 2, 1996, Mr.
Coleman received a payment of $1,500,000 in lieu of a Senior Management
Incentive Plan bonus (In-Lieu Bonus Payment), as well as a lump sum separation
payment of $4,995,000 (equivalent to approximately 2.5 times (i) his salary
and (ii) the average of his bonus for 1994 and
18
<PAGE>
his In-Lieu Bonus Payment for 1995). The formula for determining the amount of
this separation payment is generally consistent with the formula used for
determining separation payments under the senior management severance programs
established in connection with the mergers of Security Pacific Corporation and
Continental Bank Corporation into BAC. Further, in February, 1996, BAC paid
Mr. Coleman $25,000 to defray expenses for premiums for medical, dental,
vision, life, long-term disability and accidental death and dismemberment
insurance.
Under the agreement, all of Mr. Coleman's outstanding stock options and stock
appreciation rights (SARs) vested as of February 16, 1996. All his options and
SARs may be exercised during the three-year period after February 16, 1996,
but in no event later than the expiration of the original option or SAR term.
Further, in accordance with the terms of the agreement, Mr. Coleman retained
the third and final installment of his performance share units, which vested
on February 13, 1996. (See "Long-Term Incentive Awards--Performance Share
Program" in the "Report of the Executive Personnel and Compensation
Committee.") In addition, Mr. Coleman is entitled to executive outplacement
consulting services, provided he begins using such services by August 15,
1996, and BAC's standard executive financial counseling services for 1996.
In consideration of BAC's obligations under the agreement, BAC obtained, in
accordance with its standard severance pay practices, a release by Mr. Coleman
of all claims against BAC and its subsidiaries. Mr. Coleman also agreed, among
other things, that during the period through February 15, 1997, he would not,
on his or anyone else's behalf, solicit for employment any employee within the
BAC organization. Under the agreement, Mr. Coleman is also required to keep
confidential all non-public information acquired while employed within the BAC
organization.
CHANGE IN CONTROL ARRANGEMENTS
In August, 1995 and February, 1996, the BAC Board of Directors adopted
amendments to the 1992 Management Stock Plan (MSP) and most of the other BAC
stock plans providing that upon a "change in control" (as defined below)
options would immediately vest and restricted stock would be immediately
released. These amendments apply to all employees within the BAC organization
who hold options and restricted stock, including the executive officers named
in the Summary Compensation Table.
In February, 1996, the Board of Directors adopted a severance pay program
which would be triggered by a change in control. The program covers
approximately 885 senior officers, including nine executive officers (i.e.,
those named in the Summary Compensation Table (other than R.M. Rosenberg and
L.W. Coleman) and four other executive officers). The program consists of (i)
individual change in control agreements (Agreements) for the nine covered
executive officers and approximately 40 other senior management officers and
(ii) a general change in control severance policy for all other covered
officers.
The principal purposes of the severance pay program are as follows:
. To help assure that executives give impartial consideration to evaluating
and negotiating a potential business combination which is in the best
interest of BAC's shareholders, but which may result in the loss of, or
reduction in, the executive's job.
. To make BAC's plans more competitive with severance plans of other
financial institutions and Fortune 500 industrial and service companies
to facilitate BAC's ability to attract, retain and motivate talented
executives in a very uncertain, rapidly consolidating banking industry
environment.
. To provide security and ensure that key executives are retained during
critical negotiations prior to and throughout the change in control.
. To avoid the legal expense and reduce the management time associated with
contested terminations, to allow for better forecasts of amounts due to
executives terminated after a change in control, and to provide for a
general release of legal claims associated with such terminations.
The benefits under the Agreements are triggered if, within one year following
a change in control, a covered officer's employment is terminated without
cause or the covered officer resigns for good reason (e.g., due to a
19
<PAGE>
substantial reduction in the covered officer's responsibilities, an assignment
of such officer to responsibilities substantially inconsistent with such
officer's former responsibilities, or a job relocation of more than 35 miles).
In addition, benefits under the Agreements would, under certain circumstances,
be triggered if a covered officer's employment ends in anticipation of a
change in control.
Each Agreement is effective for two years commencing February 1, 1996, and
will automatically be extended for additional one-year periods unless BAC
gives a termination notice prior to the first anniversary or any subsequent
anniversary of the Agreement.
Severance benefits payable to officers covered by Agreements are determined by
multiplying base salary and a bonus component by 3 in the case of the nine
executive officers and by 2 in the case of the other officers (although a
multiplier of up to 3 may be used for some senior officers at the discretion
of the chief executive officer). In addition, officers covered by Agreements
are entitled to the following: a prorated bonus for the year of termination; a
payment to compensate for the loss of employer contributions to medical and
dental, long-term disability, life and accidental death and dismemberment
insurance for the same number of years as the number used for the pay
multiplier; a payment equal to the value, if any, of the covered officer's
unvested benefits under BAC's retirement programs; outplacement assistance;
and financial counseling services. The entitlement to severance benefits is,
however, contingent upon the covered officers releasing all claims against BAC
and its subsidiaries.
The general severance policy contains many of the same terms and conditions
contained in the Agreements (such as the period in which the covered officers'
employment must end to receive severance benefits, the definition of change in
control and the requirement of a general release of claims by the covered
officers). The general severance policy also contains provisions similar to
those in the Agreements with respect to circumstances constituting termination
for cause and resignation for good reason. The severance benefits payable
under the severance policy are of the same nature as those payable under the
Agreements, but the multiplier for severance pay is 1.5. Generally, BAC may
cancel the severance policy prior to a change in control.
If a covered officer becomes subject to the 20% excise tax on excess parachute
payments under Internal Revenue Code Section 4999, BAC will make an additional
payment in an amount such that the officer will be in the same after-tax
position as though the 20% excise tax had not been imposed.
Generally, a "change in control" will be deemed to have occurred in any of the
following circumstances:
. The acquisition by a third party of 20% or more of the outstanding shares
of common stock of BAC.
. A majority of the Board of Directors ceases to consist of the current
board members or their nominees.
. BAC shareholders own 70% or less of a newly-merged entity (except that
for purposes of the acceleration of the vesting of options, or the
release of restricted stock, awarded prior to February 5, 1996 under the
MSP and most of the other BAC stock plans, the threshold is 80%).
. A complete liquidation or dissolution of BAC.
CONTRACTS WITH EXECUTIVE OFFICERS
R.M. Rosenberg was formerly employed by Seafirst Corporation (Seafirst), a
subsidiary of BAC that was merged into BAC as of December 31, 1995. BAC has
agreed to make certain supplemental pension payments to R.M. Rosenberg as
agreed to originally by Seafirst and R.M. Rosenberg on January 1, 1986 when he
joined Seafirst. Under the supplemental pension agreement, R.M. Rosenberg is
entitled to payments based on those to which he would have been entitled under
the terms of the pension plan and defined contribution plan of Wells Fargo &
Company, a former employer, as if he had remained employed with Wells Fargo &
Company. These payments are in addition to the estimated payments set forth in
the table under "Pension Plans" above.
20
<PAGE>
M.A. Stein was formerly employed by PaineWebber, Inc. (PaineWebber). In 1990,
BAC agreed to make certain supplemental pension payments to M.A. Stein as
agreed to originally by PaineWebber and M.A. Stein. Under the supplemental
pension agreement, M.A. Stein is entitled to payments based on those to which
he would have been entitled under the terms of a retirement plan of
PaineWebber, as if he had remained employed with PaineWebber. These payments
are in addition to the estimated payments set forth in the table under
"Pension Plans" above.
BANKING AND OTHER TRANSACTIONS
Directors and executive officers of BAC and their associates were customers
of, and had ordinary business transactions with, BAC banks and their
subsidiaries during 1995; additional transactions are expected. These
transactions include deposits, repurchase agreements, other usual money market
transactions, letters of credit, loans and commitments. Extension of credit by
BAC banks and their subsidiaries to directors and executive officers and
entities controlled by them are subject to limitations imposed by the Federal
Reserve Board's Regulation O. Regulation O requires that such extensions of
credit (i) be made on substantially the same terms (including interest rates
and collateral) as, (ii) follow credit underwriting procedures not less
stringent than, and (iii) not involve more than the normal risk of
collectibility or present other unfavorable features in comparison with, terms
prevailing for comparable transactions with unaffiliated persons having
comparable credit and other characteristics. BAC believes that each such
extension of credit by BAC banks and their subsidiaries, when made or renewed,
complied with the requirements of Regulation O. From time to time loans are
made to officers by a nonbank subsidiary not subject to Regulation O
requirements. Such extensions of credit are made on terms not more favorable
than those provided to other BAC employees under standard loan or relocation
programs of the corporation. The percentage of BAC's stockholders' equity
represented by all of these extensions of credit to directors and executive
officers is not material and was less than 0.5% at December 31, 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no compensation committee interlocks.
CERTAIN BUSINESS RELATIONSHIPS AND LEGAL PROCEEDINGS
P.B. Bedford, a director of BAC and the Bank, serves as chairman and chief
executive officer of Bedford Property Investors, Inc., a California-based real
estate investment trust (BPI). As of December 31, 1995, P.B. Bedford
beneficially owned approximately 31% of BPI's capital. The Bank has a lending
relationship with BPI. On September 14, 1995, the Bank entered into a
$60,000,000 amended and restated credit agreement (Line of Credit) with BPI,
which matures on September 1, 1998, and is secured by a collateral pool of
real properties. The Line of Credit provides, that at the option of BPI,
interest is paid to the Bank at either (i) the Reference Rate plus 50 basis
points or (ii) the Offshore Rate plus 225 basis points (as both interest rate
terms are defined in the Line of Credit). As of December 31, 1995, the amount
outstanding on the Line of Credit was $43,250,000. In March, 1996, the Bank
board approved a $40,000,000 increase in the existing Line of Credit,
contingent upon a common stock offering by BPI. BPI also has three separate
letters of credit (totaling $3,875,000) issued by the Bank in connection with
the Line of Credit. During 1995, BPI made principal payments to the Bank of
$26,250,000 on its Line of Credit and letters of credit. During this same
period and in connection with its credit arrangements with the Bank, BPI made
interest payments, and fee and other expense payments to the Bank of
$1,282,946 and $536,146, respectively.
On June 8, 1994, Kingswood Realty Advisors, Inc. (Kingswood) filed a petition
in the United States Bankruptcy for the Northern District of California for
protection from its creditors under Chapter 11 of the United States Bankruptcy
Code (Bankruptcy Code). On September 8, 1994, Kingswood converted its case to
an action under Chapter 7 of the Bankruptcy Code. The Kingswood's case was
closed and a final decree entered by the Court on February 21, 1996. P.B.
Bedford, a director of BAC and the Bank, was president, director and sole
shareholder of Kingswood. On August 31, 1993, Hope Design Group (Hope Design)
filed a petition in the United States Bankruptcy Court for the Southern
District of California for protection from its creditors under Chapter 7 of
the Bankruptcy Code. The liquidation of the bankruptcy estate is ongoing. F.L.
Hope, a director of BAC and the Bank, was chairman and 50% shareholder of Hope
Design through January 14, 1993. Prior to Hope Design's bankruptcy, F.L. Hope
resigned as chairman and sold his equity interest in the corporation. He has
not been active in the management of Hope Design since January, 1987. BAC had
no relationship with Kingswood or Hope Design other than BAC's relationship
with P.B. Bedford and F.L. Hope as its directors.
21
<PAGE>
OWNERSHIP OF BAC STOCK
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Directors and Executive Officers Ownership of BAC Stock
Information concerning beneficial ownership of BAC's stock by directors and
executive officers set forth in the table below is as of March 1, 1996. All
current non-officer directors except for two members have met the BAC stock
ownership guideline for non-officer directors, based on BAC's closing stock
price of $73.375 per share on March 15, 1996. (See "Corporate Governance"--
"Director Remuneration, Stock Ownership Guidelines, Retirement and
Attendance"--"Stock Ownership Guidelines" above for a description of these
guidelines. Also see the BAC ownership guidelines for executive officers and
certain other senior management officers under "Executive Compensation,
Benefits and Related Matters"--"Report of the Executive Personnel and
Compensation Committee"--"Stock Ownership Guidelines" above.) Shareholdings
set forth below include shares of common stock beneficially owned (i.e. shares
over which the owner had sole or shared voting or investment power), and (i)
in the case of directors, restricted stock equivalent units and (ii) in the
case of Messrs. Rosenberg and Coulter and the other executive officers,
restricted stock, option shares and dividend equivalent credits which the
owner has the right to acquire within sixty days after March 1, 1996 by
exercise of any option, warrant or right, through conversion of any security;
or by automatic termination or power of revocation of a trust, discretionary
account or similar arrangement; or by the lapse of restrictions on shares of
restricted stock. Except as set forth below, no director or officer reported
ownership of any shares of any series of BAC's preferred stock. Each
individual owns less than 1% of BAC common stock and each has sole investment
or voting power with respect to the shares set forth in the table that follows
unless otherwise noted:
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF SHARES
NAME BENEFICIALLY OWNED(/1/)
---------------------------------------------------------------
<S> <C>
DIRECTORS:
---------------------------------------------------------------
J.F. Alibrandi 9,661
---------------------------------------------------------------
J.E. Barad 2,066
---------------------------------------------------------------
P.B. Bedford(/2/) 3,455
---------------------------------------------------------------
A.F. Brimmer 1,465
---------------------------------------------------------------
R.A. Clarke 3,619
---------------------------------------------------------------
D.A. Coulter(/3/) 150,311
---------------------------------------------------------------
T.F. Crull 7,487
---------------------------------------------------------------
K. Feldstein(/4/) 4,455
---------------------------------------------------------------
D.E. Guinn 6,846
---------------------------------------------------------------
P.M. Hawley 4,905
---------------------------------------------------------------
F.L. Hope, Jr. 4,050
---------------------------------------------------------------
I.E. Lozano, Jr. 1,976
---------------------------------------------------------------
W.E. Massey 458
---------------------------------------------------------------
J.M. Richman 9,107
---------------------------------------------------------------
R.M. Rosenberg(/3/) 639,241
---------------------------------------------------------------
A.M. Spence 1,295
---------------------------------------------------------------
S.D. Trujillo(/5/) --
---------------------------------------------------------------
OTHER NAMED EXECUTIVE OFFICERS:
---------------------------------------------------------------
L.W. Coleman(/3/) 520,442
---------------------------------------------------------------
M.J. Murray(/3/) 346,099
---------------------------------------------------------------
T.E. Peterson(/3/) 144,090
---------------------------------------------------------------
M.E. Rossi(/3/) 165,994
---------------------------------------------------------------
M.A. Stein(/3/) 164,089
---------------------------------------------------------------
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (25
PERSONS)(/6/) 2,650,646
---------------------------------------------------------------
</TABLE>
(FOOTNOTES ARE LISTED ON NEXT PAGE)
22
<PAGE>
(1) For directors other than D.A. Coulter and R.M. Rosenberg, included in the
amounts listed are each director's restricted stock equivalent units as
follows: J.F. Alibrandi--3,695 units; J.E. Barad--1,066 units; P.B.
Bedford--455 units; A.F. Brimmer--455 units; R.A. Clarke--455 units; T.F.
Crull--3,562 units; K. Feldstein--455 units; D.E. Guinn--455 units; P.M.
Hawley--905 units; F.L. Hope--455 units; I.E. Lozano--455 units; W.E.
Massey--355 units; J.M. Richman--1,279 units; A.M. Spence--1,195 units. As
described on pages 3 and 4 of this Proxy Statement, the value of the
restricted stock equivalent units fluctuates with changes in the value of
BAC common stock, although the value of the units is paid in cash
following retirement.
(2) In addition, P.B. Bedford indirectly owns 2,000 shares of BAC common stock
and 2,000 shares of BAC 8.16% Cumulative Preferred Stock, Series L, as to
both of which he disclaims beneficial ownership.
(3) Includes BAC common stock shares held by executive officers (or a former
executive officer in the case of L.W. Coleman) as follows: D.A. Coulter--
38,564 shares; R.M. Rosenberg--121,507 shares; L.W. Coleman--63,728
shares; M.J. Murray--28,935 shares; T.E. Peterson--44,600 shares; M.E.
Rossi--42,482 shares; M.A. Stein--41,603 shares.
Includes restricted stock, option shares and dividend equivalent credits
(all of which the owner has the right to exercise within sixty days),
respectively, held by executive officers (or a former executive officer in
the case of L.W. Coleman) as follows: D.A. Coulter--0, 106,000 and 5,646
shares; R.M. Rosenberg--0, 465,000 and 52,343 shares; L.W. Coleman--0,
435,000 and 21,616 shares; M.J. Murray--4,800, 303,205 and 0 shares; T.E.
Peterson--0, 96,667 and 2,047 shares; M.E. Rossi--0, 117,999 and 5,474
shares; M.A. Stein--0, 115,001 and 6,807 shares.
Also, includes shares held through the BankAmerica 401(k) Investment Plan or
other comparable employee savings plan as follows: D.A. Coulter--101 shares;
R.M. Rosenberg--391 shares; L.W. Coleman--98 shares; M.J. Murray--9,159
shares; T.E. Peterson--776 shares; M.E. Rossi--39 shares; M.A. Stein--678
shares.
(4) In addition, K. Feldstein indirectly owns 1,000 shares of BAC common
stock, as to which she disclaims beneficial ownership.
(5) S.D. Trujillo is standing for election for the first time, to become a
member of the BAC Board of Directors. (See "Matters to be Considered at
the Meeting"--"Board Proposals--Item No. 1: Election of Directors" below.)
S.D. Trujillo has indicated he plans to defer 100% of his director's
compensation into restricted stock equivalent units.
(6) As a group, beneficially owns less than 1% of BAC common stock.
Certain Beneficial Owners of BAC Stock
Based on Schedule 13G filings as of December 31, 1995, BAC knows of no person
who beneficially owned more than five percent of any class of BAC's voting
securities as of March 1, 1996.
Based on BAC and certain BAC 401(k) plans' records as of January 31, 1996, a
total of approximately 15.7 million shares of BAC common stock were held by
active BAC employees, other than executive officers, either directly as record
owners of shares or indirectly through BAC 401(k) plans. For information on
BAC executive officers' stock ownership see the above table under "Ownership
of BAC Stock"--"Security Ownership of Certain Beneficial Owners"--"Directors
and Executive Officers Ownership of BAC Stock."
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act requires BAC's officers and
directors, and persons who own more than ten percent of a registered class of
BAC's equity securities, to file reports of ownership and changes in ownership
with the SEC and the New York Stock Exchange. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish BAC
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that all required forms
were filed, BAC believes that, during 1995, all Section 16 filing requirements
applicable to its officers and directors were complied with.
23
<PAGE>
MATTERS TO BE CONSIDERED AT THE MEETING
BOARD PROPOSALS
ITEM NO. 1: Election of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED IN THIS
PROPOSAL
The Board of Directors' slate of directors is set forth below. Each of the
nominees currently serves as a director and was elected by the shareholders at
the 1995 Annual Meeting, except David A. Coulter, who was appointed by the
board effective October 2, 1995, and Solomon D. Trujillo, who is standing for
election for the first time. Persons elected at the meeting will hold office
until the 1996 Annual Meeting of Shareholders or until earlier retirement,
resignation or removal. Philip M. Hawley is not standing for reelection in
accordance with the board's retirement policy.
The number of BAC common shares owned by each nominee, all as of March 1,
1996, is set forth in the above table under "Ownership of BAC Stock"--
"Security Ownership of Certain Beneficial Owners"--"Directors and Executive
Officers Ownership of BAC Stock." As of that date, no director, nominee, or
officer of BAC owned as much as 1% of BAC's outstanding common stock. BAC
believes no one person "controls" its management policies, but under SEC
interpretations one or more of BAC's directors and executive officers could be
presumed to be "control" persons. In the event that any of the board's
director nominees becomes unavailable to serve, proxies will be voted for the
election of such other person as may be recommended by the Board of Directors
or management. The board may also vote to reduce the number of directors to be
elected. Certain information concerning the board nominees at March 1, 1996
follows:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILIATION(S) AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF JOSEPH F. ALIBRANDI (1) Mr. Alibrandi is 67 1992(/1/)
JOSEPH F. Chairman of the Board, chairman of Whittaker
ALIBRANDI] Whittaker Corporation Corporation, a
manufacturer of
aerospace and
communications products.
In 1991, he assumed the
additional post of
chairman of
BioWhittaker, Inc., a
manufacturer of
biotechnology products
and a former subsidiary
of Whittaker
Corporation.
(2) Director of
Burlington Northern
Santa Fe Corporation,
Catellus Development
Corporation and Jacobs
Engineering Group, Inc.
</TABLE>
- --------
(1) Mr. Alibrandi served as a director of Security Pacific Corporation (SPC)
from 1981 until 1992, when he became a BAC director.
24
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION(S) AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF JILL E. BARAD (1) Ms. Barad is 44 1994
JILL E. President and Chief president, chief
BARAD] Operating Officer, operating officer and a
Mattel, Inc. director of Mattel,
Inc., a major
manufacturer and
distributor of toy
products. She served as
president of Mattel,
USA, from 1990 to 1992,
before assuming her
current position.
(2) Director of
Microsoft Corporation
and Reebok International
LTD.
[PHOTO OF PETER B. BEDFORD (1) Mr. Bedford is the 57 1987
PETER B. Chairman of the Board and chairman of the board
BEDFORD] Chief Executive Officer, and chief executive
Bedford Property officer of Bedford
Investors, Inc. Property Investors,
Inc., a California-based
real estate investment
trust. He is also the
president of Bedford
Properties Holdings,
Ltd., a California-based
real estate development
and investment firm he
founded in 1962.
(2) Director of Bixby
Ranch Company.
[PHOTO OF ANDREW F. BRIMMER (1) Dr. Brimmer heads 69 1976
ANDREW F. President, Brimmer & Brimmer & Company, Inc.,
BRIMMER] Company, Inc. a Washington, D.C.-based
economic and financial
consulting firm which he
established in 1976.
(2) Director of Airborne
Freight Corporation,
BlackRock Investment
Income Trust (and other
BlackRock funds), Carr
Realty Corporation,
E.I. duPont de Nemours
and Company, Gannett
Company, Inc., Navistar
International
Corporation and PHH
Corporation.
[PHOTO OF RICHARD A. CLARKE (1) Before his 65 1990
RICHARD A. Retired Chairman of the retirement in 1995, Mr.
CLARKE] Board and Chief Executive Clarke served as
Officer, Pacific chairman of the board of
Gas and Electric Company Pacific Gas and Electric
Company, a San
Francisco-based utility
company. He assumed that
post in 1986 after being
named a director the
prior year. He served as
chief executive officer
of the company from 1986
until 1994.
(2) Director of
Consolidated
Freightways, Inc.,
Pacific Gas and Electric
Company and Potlatch
Corporation.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION(S) AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF DAVID A. COULTER (1) Mr. Coulter became 48 1995
DAVID A. President and Chief chief executive officer
COULTER] Executive Officer, of BAC and the Bank in
BankAmerica Corporation January, 1996. He became
and Bank of America NT&SA president of BAC and the
Bank in August, 1995,
and a director in
October, 1995.
Immediately prior to his
appointment as
president, Mr. Coulter
was vice chairman of BAC
and the Bank, and his
responsibilities
encompassed the U.S.
Corporate and
International Banking
Groups, which provide
credit, trade finance,
cash management,
investment banking and
capital-raising
services, capital
markets products, and
financial advisory
services to large
domestic and foreign
institutions.
[PHOTO OF TIMM F. CRULL (1) Mr. Crull served as 65 1992(/1/)
TIMM F. Retired Chairman, chairman of Nestle USA,
CRULL] Nestle USA, Inc. Inc., a processor of
food and related
products, until 1994. He
assumed that post in
1991, after having
served since 1985 as
president and chief
executive officer of
Carnation Company, a
Nestle subsidiary. He
also served as chief
executive officer of
Nestle USA, Inc. from
1991 to early 1994.
(2) Director of Dreyer's
Grand Ice Cream, Inc.
and Smart & Final Inc.
[PHOTO OF KATHLEEN FELDSTEIN (1) Dr. Feldstein is 55 1987
KATHLEEN President, president of Economics
FLEDSTEIN] Economics Studies, Inc. Studies, Inc., a
Massachusetts-based
private consulting firm.
Her newspaper columns on
economic affairs,
written with her
husband, Martin
Feldstein, appear
regularly in newspapers
in the United States and
abroad.
(2) Director of
Consolidated Rail
Corporation, Digital
Equipment Corporation
and the John Hancock
Mutual Life Insurance
Company.
</TABLE>
- --------
(1) Mr. Crull served as a director of SPC from 1984 until 1992, when he became
a BAC director.
26
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF DONALD E. GUINN (1) Mr. Guinn was 63 1992(/1/)
DONALD E. Chairman Emeritus, chairman of the board
GUINN] Pacific Telesis Group and chief executive
officer of Pacific
Telesis Group, a
telecommunications
holding company, before
his retirement in 1988.
(2) Director of Pacific
Mutual Life Insurance
Company and The Dial
Corp.
[PHOTO OF FRANK L. HOPE, JR. (1) Mr. Hope was 65 1992(/2/)
FRANK L. Consulting Architect chairman of Hope Design
HOPE, JR.] Group, an architectural
and engineering firm,
until 1993. He joined
that firm in 1955 and
was named chairman in
1964.
[PHOTO OF IGNACIO E. LOZANO, JR. (1) Mr. Lozano is 69 1978
IGNACIO E. Chairman, La Opinion chairman of La Opinion,
LOZANO, JR.] a Spanish-language daily
newspaper based in Los
Angeles.
(2) Director of Pacific
Enterprises, Pacific
Mutual Life Insurance
Company and The Walt
Disney Company.
[PHOTO OF WALTER E. MASSEY (1) In August, 1995, Dr. 57 1993
WALTER E. President, Morehouse College Massey became president
MASSEY] of Morehouse College.
Before joining
Morehouse, he was
provost and senior vice
president, academic
affairs, University of
California since 1993.
He joined the University
of California after
serving for two years as
director of the National
Science Foundation, a
federal agency that
supports research and
education in
mathematics, science and
engineering. Prior to
that, he was vice
president for research
and professor of physics
at the University of
Chicago and director of
that university's
Argonne National
Laboratory.
(2) Director of Amoco
Corporation and Motorola
Inc.
</TABLE>
- --------
(1) Mr. Guinn served as a director of SPC from 1980 until 1992, when he became a
BAC director.
(2) Mr. Hope served as a director of SPC from 1978 until 1992, when he became a
BAC director.
27
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF JOHN M. RICHMAN (1) Mr. Richman became 68 1994(/1/)
JOHN M. Of Counsel, of counsel to the law
RICHMAN] Wachtell, Lipton, firm of Wachtell,
Rosen & Katz Lipton, Rosen & Katz in
1990, after retiring in
1989 from the management
of Philip Morris
Companies, Inc. and
Kraft General Foods,
Inc., a subsidiary of
Philip Morris. He had
served as chairman and
chief executive officer
of Kraft, Inc. from 1979
until its acquisition by
Philip Morris in 1988.
At that time, Mr.
Richman became a vice
chairman of Philip
Morris and chairman and
chief executive officer
of Kraft General Foods,
Inc.
(2) Director of R.R.
Donnelley & Sons Company
and USX Corporation.
[PHOTO OF RICHARD M. ROSENBERG (1) Mr. Rosenberg became 65 1987
RICHARD M. Chairman of the Board, chairman of BAC and the
ROSENBERG] BankAmerica Bank in 1990. Effective
Corporation and December 31, 1995, he
Bank of America NT&SA relinquished his
position as chief
executive officer of BAC
and the Bank, which he
held since 1990. He held
the position of
president of BAC and the
Bank from February, 1990
to April 1992, resumed
that position in
October, 1992, and
relinquished that
position in August,
1995. He served as vice
chairman of the board
and a director of BAC
and the Bank from 1987
to February, 1990.
Before joining BAC, Mr.
Rosenberg served as
president and chief
operating officer of
Seafirst Corporation and
Seattle-First National
Bank which he joined in
1986.
(2) Director of Airborne
Freight Corporation,
Northrop Corporation,
Pacific Mutual Life
Insurance Company,
Pacific Telesis Group
and Potlatch
Corporation.
</TABLE>
- --------
(1) Mr. Richman served as a director of Continental Bank Corporation from 1980
until 1994, when he became a BAC director.
28
<PAGE>
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OF EMPLOYMENT
(2) OTHER BUSINESS DIRECTOR
NAME AND TITLE AFFILATION AGE SINCE
-------------- ------------------------ --- --------
<C> <C> <S> <C> <C>
[PHOTO OF A. MICHAEL SPENCE (1) Dr. Spence became 52 1990
A. MICHAEL Dean of the Graduate School dean of the graduate
SPENCE] of Business, school of business at
Stanford University Stanford University in
1990. Before joining
Stanford, he was
professor of Economics
and Business
Administration and dean
of the Faculty of Arts
and Sciences at Harvard
University.
(2) Director of General
Mills Company, NIKE,
Inc., Sun Microsystems
Inc. and VeriFone Corp.
[PHOTO OF SOLOMON D. TRUJILLO (1) Mr. Trujillo became 44 --
SOLOMON D. President and Chief president and chief
TRUJILLO] Executive Officer, executive officer of US
US West Communications Group West Communications
Group, a provider of
telecommunications
services, in 1995. He
held the position of
president and chief
executive officer of US
West Marketing Resources
Group from 1992 to 1995.
He served as vice
president and general
manager of the Small
Business Group of US
West Communications
Group from 1987 until
1992.
(2) Director of Dayton
Hudson Corporation.
</TABLE>
ITEM NO. 2: Ratification of Appointment of Ernst & Young LLP as Independent
Auditors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The board has appointed Ernst & Young LLP, Certified Public Accountants, as
BAC's independent auditors for 1996. The appointment was recommended by BAC's
Auditing and Examining Committee and is subject to shareholder ratification.
The firm of Ernst & Young LLP or its predecessors has audited the accounts of
BAC since 1970 and has offices in, or convenient to, most of the localities
where BAC and its subsidiaries operate. Ernst & Young LLP performed audit
services in connection with the examination of the financial statements of BAC
and its subsidiaries for the year ended December 31, 1995. In addition, the
firm rendered other audit services which included the review of financial
statements and related information contained in various registration
statements and filings with the SEC and limited reviews of financial
statements and related information contained in quarterly reports provided to
shareholders and the SEC.
In the event the selection of Ernst & Young LLP as independent auditors is
not ratified by the shareholders, the Auditing and Examining Committee will
seek other independent auditors. Because of the difficulty and expense of
making any change in independent auditors so long after the beginning of the
current year, it is likely that the appointment would stand for 1996 unless
the board found other good reason for making a change sooner.
Representatives of Ernst & Young LLP will be present at the Annual Meeting
and available to answer appropriate questions.
29
<PAGE>
PROXIES AND VOTING AT THE MEETING
A simple majority of the votes present or represented by proxy will determine
the listed items of business. Under Delaware law and BAC's Certificate of
Incorporation and By-laws, the total number of votes cast "for" a proposal
will determine whether the proposal is adopted. Abstentions are counted in
determining the total number of votes cast. While not counted as votes for or
against a proposal, abstentions have the same effect as votes against a
proposal. If a broker or other nominee holding shares for a beneficial owner
does not vote on a proposal (broker non-votes), the shares will not be counted
in determining the number of votes cast.
The board recommends a vote "FOR" Item Nos. 1 and 2, as discussed above. You
have one vote for each common share registered in your name on BAC's books on
March 25, 1996, at 5:00 p.m. (Pacific Standard Time). As of March 1, 1996, BAC
had 365,938,037 common shares outstanding and entitled to vote.
PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENVELOPE
PROVIDED.
You may revoke the board-solicited proxy before its exercise by delivering
written notice at the address listed on page 1 or by submitting a subsequently
dated proxy, or by attending the meeting and voting by ballot. Your proxy also
governs the voting of shares held for your account under BAC's Shareholder
Investment Plan.
The proxies will vote your shares according to your instructions marked in the
appropriate spaces provided on the proxy card. If you return a properly signed
and dated proxy card but do not mark any choices on any item, your shares will
be voted in accordance with the recommendations of the Board of Directors as
to such item, except as described below for participants in the BankAmerica
401(k) Investment Plan and the Seafirst Employee-Matched Savings Plan. The
proxy card gives authority to the proxies to vote your shares in their
discretion on any other matter that may be presented at the meeting.
The proxy card serves as a voting instruction to the trustee of the
BankAmerica 401(k) Investment Plan for participants in the plan having shares
allocated to their accounts, including shares from the Seafirst Employee
Matched Savings Plan, which will be merged into the BankAmerica 401(k)
Investment Plan effective April 1, 1996. If the plan shares are held in the
same names as shares held directly by a shareholder, the proxy card represents
the combined total of plan shares and shares held directly for the individual.
Plan participants who wish to have their plan shares voted differently than
their shares held directly may do so by so stating on the proxy card. The
trustee of the plan will only vote those plan shares for which voting
instructions are received. To protect the confidentiality of individual ballot
selections of such plan participants, the transfer agent will tabulate these
ballot selections and then report the results only in the aggregate to the
plan trustees and BAC, respectively. Plan participants having questions
regarding the voting of their plan shares should contact Employee Benefits
Trust, Unit #9260, One South Van Ness Avenue, 2nd Floor, San Francisco,
California 94103.
BAC has instituted use of a single proxy card for all shareholder voting. To
protect the confidentiality of employee votes under employee benefit plans,
BAC has directed its stock transfer agent to restrict BAC's access to proxy
cards and ballots and to report voting results only in the aggregate. These
directions apply in all circumstances with respect to employee votes and
voting instructions. With respect to non-employee shareholders, the directions
also apply except in cases of proxy contests, tender offers and other change
of control situations.
Under BAC's By-laws, a shareholder must give BAC's Corporate Secretary 30 to
60 days' prior notice of any business the shareholder wishes to bring before
the meeting for a vote. The earliest date for receipt of notice was March 24,
1996, and the last day for receipt of notice is April 23, 1996. The address to
which such notice should be delivered is listed on page 1. The notice must
give the following information with respect to any business the shareholder
wishes to bring before the meeting: the name and address of the shareholder
proposing the business, as they appear on BAC's stock records; the class and
number of shares of BAC stock the shareholder owns; and any material interest
of the shareholder in the business.
A report of the votes on matters considered at the meeting will be included in
BAC's quarterly report on Form 10-Q for the second quarter of 1996.
30
<PAGE>
OTHER MATTERS
OTHER BUSINESS FOR MEETING
The enclosed proxy confers upon the person or persons entitled to vote the
shares represented thereby discretionary authority to vote such shares in
accordance with their best judgment with respect to all matters which may
properly come before the meeting in addition to the scheduled items of
business. As of the printing of this notice of annual meeting of shareholders
and proxy statement, the Board of Directors knows of no other matters to be
presented for action at the meeting other than items listed on the proxy card.
It is intended that proxies solicited by the board, unless otherwise specified
therein, will be voted in accordance with the recommendations of the Board of
Directors.
PROXY SOLICITATION
The cost of proxy solicitation will be borne by BAC. In addition, BAC has
retained D.F. King & Co., Inc., to aid in the solicitation of proxies at an
estimated cost of $20,000, plus out-of-pocket expenses. Banks, brokers and
other nominees will be reimbursed for their customary expenses incurred in
connection with the forwarding of such materials. In addition, proxies may be
solicited, without additional compensation, by directors, officers and other
regular employees of BAC and its subsidiaries by telephone, telegraph or in
person.
ANNUAL REPORT ON FORM 10-K AND ANNUAL REPORT TO SHAREHOLDERS
BAC will provide, without charge, a copy of the BankAmerica Corporation Annual
Report on Form 10-K for the year ended December 31, 1995, (including any
financial statements and schedules, and a list describing any exhibits not
contained therein) upon written request addressed to: Bank of America
Corporate, Public Relations #13124, P.O. Box 37000, San Francisco, California
94137. The exhibits to the 10-K are available upon payment of charges which
approximate BAC's cost of reproduction. BAC has provided a copy of its 1995
Annual Report to Shareholders to each person whose proxy is being solicited.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 1997 MEETING
Proposals of shareholders for next year's Proxy Statement must be received on
or before November 25, 1996. Proposals should be mailed to BankAmerica
Corporation at the address listed on page 1.
YOUR VOTE IS IMPORTANT
It is important that your shares be represented and voted at the meeting.
Please fill out, sign, date and return the accompanying proxy card in the
envelope provided as soon as possible whether or not you plan to attend the
meeting.
Dated: March 25, 1996
By Order of the Board of Directors
CHERYL SOROKIN
Cheryl Sorokin
Executive Vice President and Secretary
31
<PAGE>
NOTICE TO SHAREHOLDERS
Information Online--Shareholders are invited to keep current on BAC online via
the Internet. Visit BAC's home page on the World Wide Web
<http:/www.bankamerica.com> to view the latest information about the
corporation and its products and services, or apply for a loan or credit card.
Corporate disclosure documents filed with the Securities and Exchange Commission
by BAC and other companies can be obtained from the SEC's home page on the World
Wide Web <http:/www.sec.gov>.
[RECYCLED LOGO]
Printed on Recycled Paper
<PAGE>
- --------------------------------------------------------------------------------
[X] Please mark
your votes
like this
- --------------------------------------------------------------------------------
The Board of Directors Recommends a Vote FOR Items 1 and 2
- --------------------------------------------------------------------------------
WITHHELD FOR ALL
FOR FOR ALL EXCEPT*
Item 1--Election of directors. [_] [_] [_]
Alibrandi; Barad; Bedford; Brimmer; Clarke;
Coulter; Crull; Feldstein; Guinn; Hope;
Lozano; Massey; Richman; Rosenberg;
Spence; Trujillo. To withhold voting for a
particular nominee, mark the "For All Except"
box and enter name(s) of the exception(s) in
the space provided.
*EXCEPTIONS:
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
Item No. 2--Ratification of appointment of [_] [_] [_]
Ernst & Young LLP as independent auditors.
PROXY/VOTING INSTRUCTION CARD
I plan to attend the annual meeting; please send admittance ticket. [_]
- --------------------------------------------------------------------------------
Signature(s) Date
------------------------------------------ --------------------
Please sign exactly as name(s) appear(s) hereon. If acting as an executor,
administrator, trustee, guardian, etc., you should so indicate in signing. If
the shareholder is a corporation, please sign the full corporate name, by duly
authorized officer. If shares are held jointly, each shareholder named should
sign. Date and promptly return this card in the envelope provided.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
[LOGO OF BANKAMERICA]
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 23, 1996
2:00 P.M. (PACIFIC SAVINGS TIME)
NOB HILL MASONIC CENTER
1111 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA
If you plan to attend the Meeting, please mark the "I plan to attend the
annual meeting" box above, and return it in the enclosed preaddressed return
envelope. You will be mailed a ticket entitling admission for two people. If
you desire additional tickets, please call BankAmerica's Shareholder Relations
Department at (415) 622-3530. Please note the meeting is in San Francisco,
California.
<PAGE>
BANKAMERICA CORPORATION
PROXY/VOTING INSTRUCTION CARD
I appoint David A. Coulter, Michael J. Halloran and Cheryl Sorokin,
individually and together, proxies with full power of substitution, to vote
all of my BankAmerica Corporation common stock at the Annual Meeting of
Shareholders to be held at the Nob Hill Masonic Center, 1111 California
Street, San Francisco, California, on Thursday, May 23, 1996, at 2:00 p.m.
(Pacific Savings Time) and at any adjournment or postponement of the meeting.
In the absence of instructions from me my proxies will vote in accordance with
the Directors' recommendations on the reverse side of this card. My proxies
may vote according to their discretion on any other matter which may properly
come before the meeting. I may revoke this proxy prior to its exercise.
This card also provides voting instructions to the trustee of the
BankAmerica 401(k) Investment Plan for participants with shares allocated to
their accounts, including shares from the Seafirst Employee Matched Savings
Plan which will be merged into the BankAmerica 401(k) Investment Plan on April
1, 1996. The trustee will only vote those plan shares for which voting
instructions are received.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE OTHER SIDE OF THIS CARD.
<PAGE>
[LOGO OF BANKAMERICA]
BankAmerica endeavors to reduce costs wherever possible. As part of our
efforts to reduce costs and conserve resources, we have attempted to
streamline the mailing of our Annual Report so that only one copy will be
received by each shareholder household. You will continue to receive separate
proxy statements and cards for each account. Please note that if you also have
accounts with a broker or financial institution you will continue to receive
an Annual Report and proxy materials for such accounts.
Recycled paper is used for all the materials you received with this package,
including the envelopes.
Printed on recycled paper
[RECYCLED LOGO]
