SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 19, 1996
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(Date of earliest event reported)
BankAmerica Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-7377 94-1681731
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
Bank of America Center
555 California Street
San Francisco, California 94104
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(Address of principal executive offices) (Zip Code)
415-622-3530
(Registrant's telephone number, including area code)
4127192
<PAGE>
Item 5. Other Events.
Attached hereto as Exhibit 99 is a copy of BankAmerica Corporation's
press release dated December 19, 1996 titled "BA Merchant Services, Inc.
Announces Public Offering of 14 Million hares of Class A Common Stock;
BankAmerica Corporation Expects $145 Million Fourth-Quarter After-Tax Gain."
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit
Number Description
- ------ -----------
99 BankAmerica Corporation press release dated
December 19, 1996 titled "BA Merchant Services,
Inc. Announces Public Offering of 14 Million Shares
of Class A Common Stock; BankAmerica Corporation
Expects $145 Million Fourth-Quarter After-Tax Gain."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANKAMERICA CORPORATION
(Registrant)
Date: December 19, 1996
By /s/JOHN J. HIGGINS
---------------------------
John J. Higgins
Executive Vice President
and Chief Accounting Officer
4127192
3
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
99 BankAmerica Corporation press release dated
December 19, 1996 titled "BA Merchant Services,
Inc. Announces Public Offering of 14 Million Shares
of Class A Common Stock; BankAmerica Corporation
Expects $145 Million Fourth-Quarter After-Tax Gain."
4127192
<PAGE>
Exhibit 99
[BANKAMERICA CORPORATION LOGO APPEARS HERE]
NEWS
For Release:
Contact: John Keane (415)622-2773
Peter Magnani (415) 953-2418
BA MERCHANT SERVICES, INC. ANNOUNCES PUBLIC OFFERING
OF 14 MILLION SHARES OF CLASS A COMMON STOCK;
BANKAMERICA CORPORATION EXPECTS $145 MILLION
FOURTH-QUARTER AFTER-TAX GAIN
SAN FRANCISCO, December 19, 1996 -- BA Merchant Services, Inc., a
subsidiary of BankAmerica Corporation, today announced the public offering
of 14,000,000 shares of Class A Common Stock, par value $.01 per share, at
$15.50 per share through an underwritten public offering. The stock will trade
on the New York Stock Exchange under the trading symbol "BPI."
11,200,000 of the shares are being offered in the United States
and 2,800,000 shares are being offered in a concurrent international
offering outside the United States. The offering in the United States is
co-managed by Goldman, Sachs & Co., Montgomery Securities and Salomon
Brothers Inc. The international offering is co-managed by Goldman Sachs
International, Montgomery Securities and Salomon Brothers International
Limited. BA Merchant Services, Inc. has granted the U.S. underwriters an
option to purchase up to an additional 1,680,000 shares to cover
over-allotments, if any. An over-allotment option with respect to an
additional 420,000 shares has also been granted to the international
underwriters.
BA Merchant Services, Inc. provides an array of payment processing and
related information products and services to merchants who accept credit, charge
and debit cards as payment for goods and services throughout the United States.
BankAmerica Corporation, indirectly through certain of its subsidiaries, owns
100 percent of the Class B Common Stock of BA Merchant Services, which
represents approximately 68 percent of BA Merchant Services' outstanding common
stock, or approximately 65 percent if the underwriters exercise their
over-allotment options in full.
Upon completion of the public offering, assuming exercise of the
over-allotment options, BankAmerica Corporation said it expects to recognize an
after-tax gain of approximately $145 million in the fourth quarter of 1996.
###
The securities sold in the offering will be offered only by means of a
prospectus, a copy of which can be obtained from the offices of Goldman, Sachs &
Co., 85 Broad Street, New York, NY 10004; Montgomery Securities, 600 Montgomery
Street, San Francisco, CA 94111; or Salomon Brothers Inc, Seven World Trade
Center, New York, NY 10048.
