BANKAMERICA CORP
SC 13G, 1997-02-12
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                         (Amendment No. ___________)*


                                 Cimatron Ltd.
- -------------------------------------------------------------------------------
                               (Name of Issuer)

                                 Common Stock
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                   M23798107
                             --------------------
                                (CUSIP Number)



*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

4151356                              Page 1
<PAGE>
 
- -----------------------                                  
  CUSIP NO. M23798107                   13G              
- -----------------------                                  
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      
      BankAmerica Corporation
      94-1681731
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
      Delaware

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5   
     NUMBER OF            -0-
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
                          506,750
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7    
    REPORTING             -0-
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          506,750
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9  
      506,750

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
 
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
      6.5%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
      HC

- ------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!


4151356                              Page 2
<PAGE>
 
- -----------------------                                  
  CUSIP NO. M23798107                   13G              
- -----------------------                                  
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      
      Bank of America NT&SA
      94-1678665
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
      United States

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5   
     NUMBER OF            1,400
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
                          505,350
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7    
    REPORTING             1,400
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          505,350
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9  
      506,750

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
 
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
      6.5%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
      BK

- ------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!


4151356                              Page 3
<PAGE>
 
- -----------------------                                  
  CUSIP NO. M23798107                   13G              
- -----------------------                                  
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      
      BofA Capital Management, Inc.
      95-4262782
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
      Delaware

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5   
     NUMBER OF            505,350
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
                          -0-
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7    
    REPORTING             505,350
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          -0-
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9  
      505,350

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
 
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
      6.4%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
      IA

- ------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!


4151356                              Page 4
<PAGE>
 
                                 SCHEDULE 13G

Item 1(a) Name of Issuer:                   Cimatron Ltd.

      (b) Address of Issuer's
          Principal Executive Offices:      11 Gush Etzion
                                            Givat Shmnel
                                            51905 Israel

Item 2(a) Names of Person Filing:           BankAmerica Corporation
                                                    ("BAC")
                                            Bank of America NT&SA
                                                   ("BANTSA")
                                            BofA Capital Management, Inc. 
                                                      ("BCM")
 

      (b) Address of Principal
          Business Offices:                 (For BAC and BANTSA)
                                            555 California Street
                                            San Francisco, CA  94104

                                            (For BCM)
                                            300 South Grand Avenue
                                            Suite 2500
                                            Los Angeles, CA  94104

      (c) Citizenship:                      BAC is organized under the laws of
                                            Delaware.  BANTSA is a national
                                            banking association organized under
                                            the laws of the United States.  BCM
                                            is organized under the laws of
                                            Delaware.

      (d) Title of Class of Securities:     Common stock

      (e) CUSIP Number:                     M23798107

Item 3    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
          check whether the person filing is a:

          (a) [_]   Broker or Dealer registered under Section 15 of the Act

          (b) [X]   Bank as defined in section 3(a)(6) of the Act

          (c) [_]   Insurance Company as defined in section 3(a)(19) of the Act

          (d) [_]   Investment Company registered under section 8 of the
                    Investment Company Act

          (e) [X]   Investment Adviser registered under section 203 of the
                    Investment Advisers Act of 1940

          (f) [_]   Employee Benefit Plan, Pension Fund which is subject to the
                    provisions of the Employee Retirement Income Security Act of
                    1974 or Endowment Fund; see (S)240.13d-1(b)(1)(ii)(F)

          (g) [X]   Parent Holding Company, in accordance with (S)240.13d-
                    1(b)(ii)(G) (Note: See Item 7)

          (h) [_]   Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)

4151356                              Page 5
<PAGE>
 
Item 4    Ownership
 
          (a)  Amount Beneficially Owned:*
                  BAC                                           506,750
                  BANTSA                                        506,750
                  BCM                                           505,350 

          (b)  Percent of Class:*
                  BAC                                               6.5%
                  BANTSA                                            6.5%
                  BCM                                               6.4%   

          (c)  Number of shares as to which such person has:

               (i)    sole power to vote or direct the vote:*
                         BAC                                          0
                         BANTSA                                   1,400
                         BCM                                    505,350 

               (ii)   shared power to vote or direct the vote:*
                         BAC                                    506,750
                         BANTSA                                 505,350    
                         BCM                                          0     
 
               (iii)  sole power to dispose or direct the
                      disposition of:*
                         BAC                                          0
                         BANTSA                                   1,400    
                         BCM                                    505,350     

               (iv)   shared power to dispose or direct the
                      disposition of:*
                         BAC                                    506,750
                         BANTSA                                 505,350
                         BCM                                          0 

Item 5    Ownership of Five Percent or Less of a Class.

          If this statement is being filed to
          report the fact that as of the date
          hereof the reporting person has ceased
          to be the beneficial owner of more
          than five percent of the class of
          securities, check the following [_].


*By virtue of the corporate relationships between Reporting Persons as described
in Item 7, BAC (the parent company) may be deemed to possess indirect beneficial
ownership of shares beneficially owned directly by its subsidiaries.  Similarly,
higher tier BAC subsidiaries may be deemed to possess indirect beneficial
ownership of shares beneficially owned directly by lower tier BAC subsidiaries.
The power to vote and to dispose of shares may be deemed to be shared between
entities due to their corporate relationships.

4151356                              Page 6
<PAGE>
 
Item 6    Ownership of More than Five Percent on Behalf
          of Another Person.                               Not Applicable.

Item 7    Identification and Classification of
          the Subsidiaries Which Acquired
          the Security Being Reported on by
          the Parent Holding Company.

          See Item 2.  The entities described below
          are direct or indirect wholly-owned subsi-
          diaries of BAC, which is a registered bank
          holding company.  BANTSA is a bank as defined
          in section 3(a)(6) of the Act.  BCM is an
          investment advisor registered under the
          Investment Advisors Act or 1940.


Item 8    Identification and Classification
          of Members of the Group.

          See Item 7.

Item 9    Notice of Dissolution of Group.                  Not Applicable.

Item 10   Certification.

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired in the ordinary
          course of business and were not acquired for the purpose of and do not
          have the effect of changing or influencing the control of the issuer
          of such securities and were not acquired in connection with or as a
          participant in any transaction having such purposes or effect.

4151356                              Page 7
<PAGE>
 
                                   SIGNATURE


        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                  BankAmerica Corporation



Dated:  February 12, 1997         By /s/ JOHN J. HIGGINS
                                     -------------------------------------
                                     John J. Higgins
                                     Executive Vice President

4151356                              Page 8
<PAGE>
 
                                                                       Exhibit A

                         AGREEMENT RE JOINT FILING OF
                                 SCHEDULE 13G


The undersigned hereby agrees as follows:

          (i)  Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and

          (ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.



Dated: February 12, 1997          BANKAMERICA CORPORATION

                                  By:   /s/ JOHN J. HIGGINS
                                        ----------------------------------
                                        John J. Higgins

                                  Its:  Executive Vice President


Dated: February 12, 1997          BANK OF AMERICA NT&SA

                                  By:   /s/ JOHN J. HIGGINS
                                        ----------------------------------
                                        John J. Higgins

                                  Its:  Group Executive Vice President


Dated: February 12, 1997          BOFA CAPITAL MANAGEMENT, INC.

                                  By:   /s/ JUDITH RIDDER
                                        ----------------------------------
                                        Judith Ridder

                                  Its:  Vice President

4151356                              Page 9

<PAGE>
 
Board of Directors                                    Adopted:  November 1, 1993
BankAmerica Corporation                            Last amended:  August 1, 1994


           GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from)
           ----------------------------------------------------------


     1.   Any two BAC officers listed below under the designation "Group 1" (the
"Officers"):

                                    GROUP 1
                                    -------

          the Chairman of the Board
          the Chief Executive Officer
          the President
          any Vice Chairman of the Board
          any Vice Chairman
          the Chief Financial Officer
          the Treasurer
          any Executive Vice President
          any Senior Vice President
          any Vice President
          the Secretary

     2.   Any one BAC officer listed above under either the designation GROUP 1
or GROUP 2, or any member of the Legal Department of Bank of America NT&SA
holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as are deemed desirable by such officer or attorney in
connection with BAC's activities or affairs.


4126526.01


<PAGE>
 
Board of Directors                                              November 4, 1996
Bank of America NT&SA

                  GENERAL OPERATING RESOLUTION (Excerpts from)
                  --------------------------------------------

     The Board of Directors of Bank of America NT&SA ("BofA") authorizes and
determines as follows:

     1.  Certain officers of BofA ("Authorized Signers") are authorized to act
on behalf of BofA as set forth in the attached "Signing Authorities Chart."

     2.  For the purposes of this resolution, "OFFICER" refers to a BofA officer
holding one of the officer titles listed below, and "OFFICER" refers to any BofA
officer.  The incumbency of any officer may be certified by the Secretary or any
Assistant Secretary.  References in this resolution to the ranking of officer
titles refers to the ranking shown in the following list of Officers:

          the Chief Executive Officer ("CEO")
          the Chairman of the Board
          the President
          any Vice Chairman of the Board ("VC of the Bd")
          the Chief Operating Officer ("COO")
          any Vice Chairman ("VC")
          the Chief Financial Officer ("CFO")
          any Group Executive Vice President ("GEVP")
          any Executive Vice President ("EVP")
          any Senior Vice President ("SVP")
          the Cashier
          the Secretary
          the Treasurer
          any Managing Director
          any Senior Authorized Officer
          any Vice President ("VP")
          any Assistant Vice President
          any Authorized Officer
          any Senior Trust Officer
          any Trust Officer
          any Assistant Secretary
          any Assistant Cashier
<PAGE>
 
VI.  REGULATORY MATTERS

   Action or Transaction                  Authorized Signer(s)

Execution of any document or             Any one Officer at the
other writings and any                   level of VP or above,
amendments, withdrawals or               or any one attorney in
terminations thereof for                 the Legal or Tax
submission to or filing with             Departments of BofA
any federal, state, local or             holding the officer
foreign regulatory authorities.          title of Counsel or
                                         above.

4126528


<PAGE>
 
Board of Directors                                                March 16, 1990
BofA CAPITAL MANAGEMENT, INC.
(formerly, InterCash Capital Advisors, Inc.)



     RESOLVED, that instruments, documents or agreements relating to or
affecting the property or business and affairs of this Corporation may be
executed in its name, with or without its corporate seal, by any of the
following:  the Chairman of the Board, Vice Chairman of the Board, President or
any Vice President (including any Executive, Senior or First Vice President).



4126525



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