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
February 3, 1997
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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
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(Registrant's telephone number, including area code)
4127192
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Item 5. Other Events.
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Attached hereto as Exhibit 99 is a copy of BankAmerica Corporation's
press release dated February 3, 1997 titled "BankAmerica Board Extends Stock
Repurchase Program, Increases Common Stock Dividend, Approves Premium Price
Stock Option Plan."
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
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/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
February 3, 1997 titled "BankAmerica Board
Extends Stock Repurchase Program, Increases
Common Stock Dividend, Approves Premium Price
Stock Option Plan."
4127192 2
<PAGE>
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
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(Registrant)
Date: February 3, 1997
By /s/ JOHN J. HIGGINS
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John J. Higgins
Executive Vice President
and Chief Accounting Officer
4127192 3
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
99 BankAmerica Corporation press release dated
February 3, 1997 titled "BankAmerica Board
Extends Stock Repurchase Program, Increases
Common Stock Dividend, Approves Premium Price
Stock Option Plan."
4127192
<PAGE>
[BANKAMERICA CORPORATION LOGO APPEARS HERE] Exhibit 99
NEWS
For Release:
Contact: Peter Magnani
(415) 953-2418
Peter Magnani John Keane
(415) 953-2418 (415) 622-2773
BANKAMERICA BOARD EXTENDS STOCK REPURCHASE PROGRAM,
INCREASES COMMON STOCK DIVIDEND,
APPROVES PREMIUM PRICE STOCK OPTION PLAN
SAN FRANCISCO, February 3, 1997 -- BankAmerica Corporation said today
that its Board of Directors increased the size of its existing stock
repurchase program and extended it for an additional year. The Board also
increased the quarterly dividend on common stock to $0.61 per share and
approved a new premium price stock option plan for senior management, which
will be voted on by shareholders at the corporation's Annual Meeting May 22.
The amended stock repurchase program will run through year end 1998 and
will enable the corporation to buy back up to an additional $3.0 billion of
its common stock, bringing the total available repurchase authority to
$3.65 billion for common stock. The revised program also enables the
corporation to retire up to an additional $1 billion of preferred stock
over the same time period, bringing the total available retirement authority
to $1.17 billion for preferred stock.
"The dividend increase and revisions to the stock repurchase program
recognize that BankAmerica continues to generate capital in excess of what is
needed to support current investment opportunities," David A. Coulter,
chairman and chief executive officer, said. "While we are always seeking ways
to broaden BankAmerica's franchise, the decision to increase and extend the
buyback program is consistent with our long-standing commitment to return
excess capital to our shareholders."
From February 1995, when the Board adopted a buyback program, through
January 31, 1997, the corporation has retired 35.16 million common shares at
a cost of $2.4 billion and has retired or announced the future redemption of
a total of $1.2 billion stated value of preferred stock.
Under the proposed stock option plan, called the Performance Equity
Program, members of the corporation's Operating Policy Committee will receive
a single grant of premium price options this year, covering the next three
years. This upfront grant will be at exercise prices significantly above the
current market price of the corporation's common stock.
- more -
<PAGE>
Currently, stock options are granted annually with exercise prices at
the market price of the stock on the grant date, so that any subsequent
increase in the stock price benefits the option holder. If shareholders
approve the new plan, the grant of premium price options would have exercise
prices set in three tranches at 33-1/3 percent, 50 percent, and 100 percent
above the average closing price for the ten trading days prior to today. The
options in a particular tranche may be forfeited unless the price of the
stock increases by the specified percentage within the applicable time frame:
four, six, and eight years, respectively. However, if the price increases are
not achieved, the Board's Executive Personnel and Compensation Committee may
still permit the options to vest (with no change in the exercise prices) if
BAC's total shareholder return reaches the 75th percentile of companies in
the S&P Financial Index for the applicable time frame.
For the next level of executives within the organization --
approximately 45 employees -- half of the options would be premium price
options granted under the new plan and half would be market price options
granted under the existing management stock plan.
Coulter said the proposed plan is consistent with the corporation's
goals of linking executive compensation even more closely with increasing
shareholder value, providing competitive compensation packages for senior
executives, and encouraging executives to work together to improve the
performance of the corporation as a whole.
The common stock dividend was increased 13 percent from the $0.54 per
share paid in December, 1996. The move follows increases in the common stock
dividend of 8 percent in 1993, 14 percent in 1994, 15 percent in 1995 and
17 percent last year. The new dividend is payable on March 12 to shareholders
of record on February 20.
The directors also declared the following quarterly dividends on
BankAmerica's preferred stock, payable on February 28 to shareholders of
record on February 14:
o $0.8125 per share for Series A preferred stock;
o $1.50 per share for Series B preferred stock;
o $10.20 per share for Series L preferred stock;
o $9.84375 per share for Series M preferred stock;
o $10.625 per share for Series N preferred stock.
As previously announced, a redemption date of February 15, 1997 has
been fixed for the Series K preferred stock.
Each holder of a depositary share of Preferred Series L, M, or N is
entitled to receive one-twentieth of the declared dividend.
With regard to the share repurchase program, BankAmerica said it
expects to continue to make the repurchases from time to time in the open
market or otherwise, but the program may be discontinued or suspended at any
time. Repurchased common stock will be added to the corporation's treasury
shares and will be available for general corporate purposes. Repurchased and
redeemed preferred stock will be retired and restored to the status of
authorized but unissued preferred stock without designation as to series.
Except to the extent that an entire series of preferred stock is redeemed,
the corporation does not intend to make any repurchases or redemptions that
would cause a series of preferred stock to be delisted.
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