As filed with the Securities and Exchange Commission
on May 29, 1997 File No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BANKAMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1681731
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Bank of America Center
555 California Street
San Francisco, California 94104
(Address of principal executive offices)
BankAmerica Corporation
Performance Equity Program
(Full title of the plan)
Cheryl Sorokin
BankAmerica Corporation
Bank of America Center
555 California Street
San Francisco, California 94104
Telephone: 415/622-3530
(Name, Address and Telephone Number
of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Proposed maximum
Amount to be maximum aggregate Amount of
Title of securities registered offering price offering registration
to be registered (1) per share (2) price (2) fee
================================================================================
Common Stock,
$1.5625 par 5,700,000 Varying prices
value (3) shares (2) $1,009,739,025 $305,981.52
================================================================================
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration
Statement also covers an additional indeterminate number of shares which by
reason of certain events specified in the program may become subject to the
program.
(2) The premium price option exercise price is $144 in respect of 1,461,350
shares; $162 in respect of 1,556,600 shares; and $216 in respect of
2,364,150 shares. Thus, in accordance with Rule 457(h), the maximum
aggregate offering price for the aggregate of 5,382,100 shares is
$973,260,000. As to the remaining 317,900 shares, the premium price option
exercise price is not known. Thus, in accordance with Rule 457(h), the
maximum offering price for each of these 317,900 shares was calculated to
be $114.75 upon the basis of the average of the high and low prices of the
common stock reported on the consolidated reporting system as of May 22,
1997, as reprinted in The Wall Street Journal, Western Edition. Accordingly,
the maximum aggregate offering price for these 317,900 shares is
$36,479,025.
(3) Each share of common stock registered pursuant to this Registration
Statement includes a preferred share purchase right.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
BankAmerica Corporation ("BAC") incorporates by reference into this
Registration Statement the following documents: (i) BAC's annual report on Form
10-K for the year ended December 31, 1996; (ii) BAC's quarterly report on Form
10-Q for the quarter ended March 31, 1997; (iii) BAC's reports on Form 8-K dated
January 15, 1997, February 3, 1997, March 3, 1997, March 12, 1997, April 16,
1997, May 5, 1997 and May 22, 1997; and (iv) the description of the common stock
and preferred share purchase rights set forth in the Registration Statements on
Form 8-A dated May 25, 1976 (as amended by Forms 8 dated June 14, 1976, August
18, 1976 and September 10, 1976) and April 13, 1988 (as amended by Form 8 dated
August 20, 1991), respectively.
All reports and definitive proxy or information statements filed by BAC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement, and
prior to the termination of the offering of the securities registered pursuant
to this Registration Statement, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated by reference into this
Registration Statement shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed incorporated herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
the Certificate of Incorporation of BAC provides that a director of BAC shall
not be personally liable to BAC or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to BAC or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
law or (iv) for any transaction from which the director derives any improper
personal benefit. The Certificate of Incorporation further provides that, if the
Delaware General Corporation Law is amended to further eliminate or limit the
personal liability of directors, then the liability of a director of BAC shall
be eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended, without further stockholder action.
<PAGE>
As authorized by Section 145 of the Delaware General Corporation Law, the
By-laws of BAC provide for indemnification of directors and officers in certain
cases. A director or officer of BAC (i) must be indemnified by BAC for all
expenses of litigation or other legal proceedings when he or she is successful
on the merits or otherwise in such litigation or proceedings, (ii) must be
indemnified by BAC for the expenses, judgments, fines and amounts paid in
settlement of litigation or proceedings (other than a derivative action), even
if he or she is not successful, if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
BAC (and, in the case of criminal proceedings, had no reasonable cause to
believe his or her conduct was not lawful) and (iii) must be indemnified by BAC
for expenses of a derivative action, even if he or she is not successful, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of BAC, provided that no indemnification
may be made in the case of a derivative action if the person is judged liable to
BAC, unless a court determines that, despite such adjudication but in view of
the circumstances, such person is entitled to indemnification of such expenses.
The By-laws of BAC further provide that BAC may purchase insurance on
behalf of its directors and officers, whether or not it would have the power to
indemnify them against such liability.
There is directors' and officers' liability insurance presently outstanding
which insures directors and officers of BAC and certain of its subsidiaries. The
policies cover losses for which BAC or any of such subsidiaries shall be
required or permitted by law to indemnify directors and officers and which
result from claims made against such directors or officers based upon the
commission of wrongful acts in the performance of their duties. The policies
also cover losses which the directors or officers must pay as the result of
claims brought against them based upon the commission of wrongful acts in the
performance of their duties and for which they are not indemnified by BAC or any
of such subsidiaries. The losses covered by the policies are subject to certain
exclusions and do not include fines or penalties imposed by law or other matters
uninsurable under the law. The policies contain certain provisions regarding
deductibles.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number Exhibit Description
- ------- -------------------
5 Opinion of Counsel
23.1 Consent of Independent Auditors, Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
<PAGE>
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of San Francisco, and the State of
California, on this 28th day of May, 1997.
BANKAMERICA CORPORATION
(Registrant)
By: /s/ JAMES S. WESTFALL
--------------------------------
James S. Westfall
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this 28th day of May, 1997 by
the following persons in the capacities indicated.
Signature Title
- --------- -----
Principal Executive Officer:
*David A. Coulter Chairman of the Board and Chief
Executive Officer
Principal Financial Officer:
*Michael E. O'Neill Vice Chairman and
Chief Financial Officer
Principal Accounting Officer:
*John J. Higgins Executive Vice President and
Chief Accounting Officer
DIRECTORS:
(A Majority of the Members of
the Board of Directors:)
*JOSEPH F. ALIBRANDI Director
*JILL E. BARAD Director
*PETER B. BEDFORD Director
*RICHARD A. CLARKE Director
*DAVID A. COULTER Director
*TIMM F. CRULL Director
*KATHLEEN FELDSTEIN Director
*DONALD E. GUINN Director
*FRANK L. HOPE, JR. Director
*WALTER E. MASSEY Director
*JOHN M. RICHMAN Director
*RICHARD M. ROSENBERG Director
*A. MICHAEL SPENCE Director
*SOLOMON D. TRUJILLO Director
*By: /s/ WILLIE C. BOGAN
---------------------------------
Willie C. Bogan, Attorney-in-Fact
Dated: May 28, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
- ------- -------------------
5 Opinion of Counsel
23.1 Consent of Independent Auditors, Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
[BANKAMERICA CORPORATION LETTERHEAD]
BankAmerica Corporation
Box 37000
San Francisco, CA 94137
May 28, 1997
James N. Roethe
Executive Vice President
and General Counsel
Legal Department North 3017
(415) 622-2845
Fax (415) 953-0944
Members of the Board of Directors
BankAmerica Corporation
Bank of America Center
555 California Street
San Francisco, CA 94104
Dear Board Members:
I am the Executive Vice President and General Counsel of BankAmerica
Corporation ("BAC") and in that capacity I have acted as counsel for BAC in
connection with the registration under the Securities Act of 1933, as amended,
of 5,700,000 shares of BAC common stock, $1.5625 par value (the "Common Stock"),
pursuant to a Registration Statement on Form S-8 (the "Registration Statement")
relating to the BankAmerica Corporation Performance Equity Program (the
"Program"). The Registration Statement is to be filed by BAC with the Securities
and Exchange Commission on or about May 28, 1997.
I have examined or caused to be examined such corporate records,
certificates and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion.
On the basis of such examination, it is my opinion that the Common
Stock, when issued in the manner contemplated by the Registration Statement and
the Program, will be duly authorized, validly issued, fully paid and
nonassessable.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Sincerely yours,
/s/ JAMES N. ROETHE
------------------------
James N. Roethe
Executive Vice President
and General Counsel
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated May 28, 1997 pertaining to the BankAmerica Corporation
Performance Equity Program of our report dated January 14, 1997 with respect to
the consolidated financial statements and schedules of BankAmerica Corporation
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Francisco, California
May 28, 1997
Exhibit 24.a.
POWER OF ATTORNEY
-----------------
The undersigned, Chairman of the Board, President, and Chief Executive Officer
of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin,
Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his
attorneys-in-fact, each with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign registration
statements under the Securities Act of 1933 relating to employee benefit plans
of this Corporation and/or any participating subsidiaries, including, but not
limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred
Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987
Management Stock Plans, Stock Option Plan B, any long-term incentive plan, and
all amendments (including post-effective amendments) to such registration
statements.
This power of attorney, unless earlier revoked or terminated, will terminate on
January 31, 1998.
Dated: January 9, 1997
/s/ DAVID A. COULTER
--------------------
David A. Coulter
[Principal Executive Officer-Employee Benefit Plans]
<PAGE>
Exhibit 24.b.
POWER OF ATTORNEY
-----------------
The undersigned, Vice Chairman and Chief Financial Officer of BankAmerica
Corporation, hereby constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic,
Willie C. Bogan and Judith A. Boyle, and each of them, his attorneys-in-fact,
each with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and all amendments (including
post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will terminate on
January 31, 1998.
Dated: January 9, 1997
/s/ MICHAEL E. O'NEILL
----------------------
Michael E. O'Neill
[Principal Financial Officer-Employee Benefit Plans]
<PAGE>
Exhibit 24.c.
POWER OF ATTORNEY
-----------------
The undersigned, an Executive Vice President and the Chief Accounting Officer
of BankAmerica Corporation, hereby constitutes and appoints Cheryl Sorokin,
Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle, and each of them, his
attorneys-in-fact, each with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign registration
statements under the Securities Act of 1933 relating to employee benefit plans
of this Corporation and/or any participating subsidiaries, including, but not
limited to, the BankAmerica 401(k) Investment Plan, the BankAmerica Deferred
Compensation Plan, the Management Incentive Stock Plan, the 1992 and 1987
Management Stock Plans, Stock Option Plan B, any long-term incentive plan, and
all amendments (including post-effective amendments) to such registration
statements.
This power of attorney, unless earlier revoked or terminated, will terminate on
January 31, 1998.
Dated: January 9, 1997
/s/ JOHN J. HIGGINS
-------------------
John J. Higgins
[Financial Controller-Employee Benefit Plans]
<PAGE>
Exhibit 24.d.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby constitutes and
appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and Judith A. Boyle,
and each of them, his or her attorneys-in-fact, each with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign registration statements under the Securities Act of 1933
relating to employee benefit plans of this Corporation and/or any participating
subsidiaries, including, but not limited to, the BankAmerica 401(k) Investment
Plan, the BankAmerica Deferred Compensation Plan, the Management Incentive Stock
Plan, the 1992 and 1987 Management Stock Plans, Stock Option Plan B, any
long-term incentive plan, and any and all amendments (including post-effective
amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will terminate on
January 31, 1998.
Dated: January 9, 1997
/s/ JOSEPH F. ALIBRANDI
-------------------
Joseph F. Alibrandi
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.e.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: January 9, 1997
/s/ JILL E. BARAD
-------------------
Jill E. Barad
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.f.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: January 9, 1997
/s/ PETER B. BEDFORD
--------------------
Peter B. Bedford
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.g.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: Jan 5, 1997
/s/ RICHARD A. CLARKE
---------------------
Richard A. Clarke
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.h.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: January 9, 1997
/s/ TIMM F. CRULL
-----------------
Timm F. Crull
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.i.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: Jan 5, 1997
/s/ KATHLEEN FELDSTEIN
------------------
Kathleen Feldstein
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.j.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: 1-6, 1997
/s/ DONALD E. GUINN
-------------------
Donald E. Guinn
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.k.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: 1/3, 1997
/s/ FRANK L. HOPE, JR.
----------------------
Frank L. Hope, Jr.
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.l.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: January 9, 1997
/s/ WALTER E. MASSEY
---------------------
Walter E. Massey
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.m.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Date: Jan. 3, 1997
/s/ JOHN M. RICHMAN
--------------------
John M. Richman
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.n.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: 1/6, 1997
/s/ RICHARD M. ROSENBERG
------------------------
Richard M. Rosenberg
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.o.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: 1/5, 1997
/s/ A. MICHAEL SPENCE
----------------------
A. Michael Spence
[Directors-Employee Benefit Plans]
<PAGE>
Exhibit 24.p.
POWER OF ATTORNEY
-----------------
The undersigned, a Director of BankAmerica Corporation, hereby
constitutes and appoints Cheryl Sorokin, Jeffrey R. Lapic, Willie C. Bogan and
Judith A. Boyle, and each of them, his or her attorneys-in-fact, each with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign registration statements under the Securities
Act of 1933 relating to employee benefit plans of this Corporation and/or any
participating subsidiaries, including, but not limited to, the BankAmerica
401(k) Investment Plan, the BankAmerica Deferred Compensation Plan, the
Management Incentive Stock Plan, the 1992 and 1987 Management Stock Plans, Stock
Option Plan B, any long-term incentive plan, and any and all amendments
(including post-effective amendments) to such registration statements.
This power of attorney, unless earlier revoked or terminated, will
terminate on January 31, 1998.
Dated: January 9, 1997
/s/ SOLOMON D. TRUJILLO
-----------------------
Solomon D. Trujillo
[Directors-Employee Benefit Plans]
