<PAGE>
PROSPECTUS SUPPLEMENT Rule 424(b)(5)
(TO PROSPECTUS DATED AUGUST 22, 1994) Registration Nos. 33-59892 and 33-54385
$300,000,000
LOGO
6 5/8% NOTES DUE MAY 30, 2001
----------------
Interest on the 6 5/8% Notes Due May 30, 2001 (the "Notes") is payable
semiannually on May 30 and November 30, commencing November 30, 1996. The
Notes will be available for purchase in denominations of $1,000 and integral
multiples thereof. The Notes are not redeemable prior to maturity. See
"Description of Notes".
The Notes will be represented by one or more Global Notes (the "Global
Notes") registered in the name of a nominee of The Depository Trust Company,
as depository ("DTC"), or other depository. Beneficial interests in the Global
Notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC's participants. Except as provided herein, owners of
beneficial interests in the Global Notes will not be entitled to receive Notes
in definitive form and will not be considered owners or Holders thereof.
Settlement for the Notes will be made in immediately available funds. So long
as the Notes are represented by the Global Notes registered in the name of DTC
or its nominee, the Notes will trade in DTC's Same-Day Funds Settlement
System, and secondary market trading activity for the Notes will therefore
settle in immediately available funds. So long as the Notes are represented by
the Global Notes, all payments of principal and interest will be made in
immediately available funds. See "Description of Notes".
The Notes are not savings accounts, deposits or other obligations of any
bank or nonbank subsidiary of BankAmerica Corporation (the "Corporation") and
are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other government agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
===============================================================================
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) THE CORPORATION(1)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note...................... 99.726% .45% 99.276%
- --------------------------------------------------------------------------------
Total......................... $299,178,000 $1,350,000 $297,828,000
</TABLE>
===============================================================================
(1) Plus accrued interest, if any, from May 30, 1996.
(2) The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".
(3) Before deducting expenses payable by the Corporation estimated at
$300,000.
----------------
The Notes are offered, subject to prior sale, when, as and if accepted by
the Underwriters and subject to certain other conditions. It is expected that
delivery of the Global Notes will be made in book-entry form only through the
facilities of DTC, on or about May 30, 1996 against payment therefor in
immediately available funds.
----------------
MERRILL LYNCH & CO. BA SECURITIES, INC.
----------------
The date of this Prospectus Supplement is May 23, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
BANKAMERICA CORPORATION
The Corporation is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"), and was incorporated in the
State of Delaware in 1968. The Corporation's principal executive offices are
located at 555 California Street, San Francisco, California 94104 (telephone
(415) 622-3530).
Bank of America National Trust and Savings Association ("Bank of America")
became a subsidiary of the Corporation in 1969. Bank of America began business
in San Francisco, California, as Bank of Italy in 1904 and adopted its present
name in 1930.
On April 22, 1992, Security Pacific Corporation ("SPC") was merged with and
into the Corporation (the "SPC Merger"). SPC's principal subsidiary, Security
Pacific National Bank, was also merged with and into Bank of America on that
date.
The Corporation also owns all of the capital stock of Bank of America NW,
National Association ("BANW"), a national banking association headquartered in
the State of Washington. The Corporation acquired BANW's predecessor, Seattle-
First National Bank, in 1983.
On August 31, 1994, Continental Bank Corporation ("Continental") was merged
with and into the Corporation (the "Continental Merger"). Continental's
principal subsidiary, Continental Bank, was renamed Bank of America Illinois
("BAI"). BAI is an Illinois chartered bank headquartered in Chicago, Illinois.
Further information about the Continental Merger and about Continental and
its subsidiaries is contained in documents incorporated by reference herein.
See "Incorporation of Certain Documents by Reference" in the accompanying
Prospectus.
In addition to the SPC Merger and the Continental Merger, the Corporation
expanded its presence in the western United States through several
acquisitions beginning in 1989. As of this date, the Corporation's depository
subsidiaries operate retail branches in Alaska, Arizona, Hawaii, Idaho,
Nevada, New Mexico, Oregon and Texas, in addition to California, Illinois and
Washington.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Corporation including its
consolidated subsidiaries is computed by dividing earnings by fixed charges.
Earnings consist primarily of income (loss) before income taxes adjusted for
fixed charges. Fixed charges consist primarily of interest expense on short-
and long-term borrowings and one-third (the portion deemed representative of
the interest factor) of net rents under long-term leases.
The following table sets forth the ratio of earnings to fixed charges for
the Corporation and its consolidated subsidiaries for the periods indicated
and reflects the effects of the Continental Merger subsequent to its
consummation on August 31, 1994 and the effects of the SPC Merger subsequent
to its consummation on April 22, 1992.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
--------------- ------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED CHARGES
Excluding interest on deposits........ 2.86 2.73 2.77 3.26 3.55 3.18 3.25
Including interest on deposits........ 1.62 1.61 1.61 1.74 1.79 1.53 1.34
</TABLE>
S-2
<PAGE>
DESCRIPTION OF NOTES
The following is a brief description of the terms of the Notes. This
description does not purport to be complete, should be read in conjunction
with the statements under "Description of Debt Securities" in the accompanying
Prospectus and is subject to and qualified in its entirety by reference to the
Senior Indenture, dated as of November 1, 1991, as amended by a First
Supplemental Indenture dated as of August 1, 1994 (as so amended, the
"Indenture"), between the Corporation and First Trust of California, National
Association (the "Trustee"). The Indenture has been filed with the Securities
and Exchange Commission as an exhibit to the Registration Statement.
GENERAL
The Notes offered hereby will mature on May 30, 2001 and are limited to
$300,000,000 aggregate principal amount. The Notes are not redeemable prior to
maturity.
The Notes will initially be represented by one or more Global Notes.
Beneficial interests in the Global Notes will be shown on, and transfers
thereof will be effected only through, records maintained by DTC's
Participants (as defined below). Except as provided herein, owners of
beneficial interests in the Global Notes will not be entitled to receive Notes
in definitive form and will not be considered owners or Holders thereof.
First Trust of California, National Association, One California Street, 4th
Floor, San Francisco, California 94111 (the "Paying Agent") will serve as
Paying Agent and Security Registrar.
The Notes will be unsecured obligations of the Corporation which will rank
pari passu with all other unsecured and unsubordinated debt of the
Corporation.
Because the Corporation is a holding company, the rights of the Holders of
the Notes to participate in the assets of any subsidiary upon such
subsidiary's liquidation or reorganization will be subject to the prior claims
of such subsidiary's creditors except to the extent that the Corporation may
itself be a creditor with recognized claims against the subsidiary. There are
also various legal limitations on the extent to which the Corporation's
depository subsidiaries may extend credit, pay dividends or otherwise supply
funds to the Corporation or various of its affiliates. See "BankAmerica
Corporation" in the accompanying Prospectus.
The Corporation may at any time purchase the Notes at any price in the open
market or otherwise. Notes so purchased by the Corporation may be held or
resold or, at the discretion of the Corporation, may be surrendered for
cancellation.
INTEREST
The Notes will bear interest from May 30, 1996 at 6 5/8% per annum payable
each May 30 and November 30, commencing November 30, 1996, and at maturity
(each an "Interest Payment Date"). Each payment of interest in respect of an
Interest Payment Date shall include interest accrued to but excluding such
Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. Any payment required to be made on a date that
is not a Business Day need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
date, and no additional interest shall accrue as a result of such delayed
payment. "Business Day" means any day which is not a Saturday or Sunday and
which is not a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law or executive order to be closed
in the Place of Payment. The Place of Payment will be San Francisco,
California.
Interest payable and punctually paid or duly provided for on any Interest
Payment Date will be paid to the person in whose name a Note is registered at
the close of business on the May 15 or November 15 next preceding such
Interest Payment Date. See "Book-Entry System" below.
S-3
<PAGE>
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered Global
Notes which will be deposited with, or on behalf of, DTC, as depository, and
registered in the name of DTC's nominee. Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only by DTC to a nominee
of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or
any nominee to a successor depository or any nominee of such successor.
DTC has advised as follows: it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. "Direct Participants" include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear through or maintain
a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
Purchases of interests in the Global Notes under the DTC system must be made
by or through Direct Participants, which will receive a credit for such
interests on DTC's records. The ownership interest of each actual purchaser of
interests in the Global Notes ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Global Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Global Notes, except as
described below.
To facilitate subsequent transfers, all Global Notes deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Notes with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the interests in the Global
Notes; DTC's records reflect only the identity of the Direct Participants to
whose accounts interests in the Global Notes are credited, which may or may
not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts
interests in the Global Notes are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
S-4
<PAGE>
Principal and interest payments on the Notes will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on the payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, the Paying
Agent, or the Corporation, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and interest to
DTC is the responsibility of the Corporation or the Paying Agent, disbursement
of such payments to Direct Participants shall be the responsibility of DTC,
and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the
Notes at any time by giving reasonable notice to the Corporation or the Paying
Agent. Under such circumstances, in the event that a successor depository is
not obtained, definitive Note certificates are required to be printed and
delivered. The Corporation may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor depository).
Global Notes representing all but not part of the Notes offered hereby are
exchangeable for Notes in definitive form of like tenor and terms if (i) DTC
notifies the Corporation that it is unwilling or unable to continue as
depository for such Global Notes or if at any time DTC ceases to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as
amended, and the Corporation does not appoint a successor depository within 90
days of receipt by the Corporation of such notice or of the Corporation
becoming aware of such ineligibility or (ii) the Corporation executes and
delivers to the Trustee a Corporation Order that such Global Notes shall be
exchangeable. The Global Notes exchangeable pursuant to the preceding sentence
shall be exchangeable for Notes issuable in denominations of $1,000 and any
integral multiple thereof and registered in such names as DTC shall direct. In
the event of such exchange, interest and principal on the Notes will be
payable in the manner provided for Notes in definitive form. See "Description
of Debt Securities--Payments and Paying Agents" in the accompanying
Prospectus.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Corporation believes to be reliable,
but the Corporation takes no responsibility for the accuracy thereof.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. So long as the Notes are represented by Global Notes, all
payments of principal and interest will be made by the Corporation in
immediately available funds.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearinghouse or next-day funds. In contrast, so long as the Notes
are represented by Global Notes registered in the name of DTC or its nominee,
the Notes will trade in DTC's Same-Day Funds Settlement System, and secondary
market trading activity in the Notes will therefore be required by DTC to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Notes.
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Corporation has agreed to sell to each of the Underwriters named below,
and each of the Underwriters has severally agreed to purchase, the principal
amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ...................................... $250,000,000
BA Securities, Inc. ........................................... 50,000,000
------------
Total.............................................. $300,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of .30% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed .25% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Notes are a new issue of securities with no established trading market.
The Corporation has been advised by the Underwriters that the Underwriters
intend to make a market in the Notes, but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Notes.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
BA Securities, Inc. ("BASI") is a wholly-owned subsidiary of the
Corporation. Accordingly, any offer and sale of the Notes will comply with
Schedule E of the By-laws of the National Association of Securities Dealers,
Inc. (the "NASD") regarding underwriting securities of an affiliate. No NASD
member participating in the offering of the Notes will execute a transaction
in the Notes in a discretionary account without the prior written specific
approval of the member's customer. This Prospectus Supplement and the
accompanying Prospectus may be used by BASI in connection with offers and
sales related to secondary market transactions in the Notes. BASI may act as
principal or agent in such transactions. Such sales will be made at prices
related to prevailing market prices at the time of sale.
Certain of the Underwriters, and certain affiliates thereof, engage in
transactions with and perform services for the Corporation from time to time
in the ordinary course of business.
S-6
<PAGE>
===============================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR ANY OF THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
BankAmerica Corporation.................................................... S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Description of Notes....................................................... S-3
Underwriting............................................................... S-6
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
BankAmerica Corporation.................................................... 3
Ratio of Earnings to Fixed Charges......................................... 5
Use of Proceeds............................................................ 5
Description of Debt Securities............................................. 5
Description of Capital Securities.......................................... 17
Description of Preferred Shares............................................ 18
Description of Depositary Shares........................................... 25
Description of Common Stock................................................ 28
Description of Securities Warrants......................................... 31
Risk Factors Relating to the Currency Warrants............................. 34
Description of Currency Warrants........................................... 34
Plan of Distribution....................................................... 36
Legal Matters.............................................................. 37
Experts.................................................................... 37
</TABLE>
===============================================================================
===============================================================================
LOGO
$300,000,000
6 5/8% NOTES DUE MAY 30, 2001
-------------------------
PROSPECTUS SUPPLEMENT
MAY 23, 1996
-------------------------
MERRILL LYNCH & CO.
BA SECURITIES, INC.
===============================================================================
