As filed with the Securities and Exchange Commission
on August 4, 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
1992 Management Stock Plan
(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 (2)
================================================================================
Common Stock,
$1.5625 par 10,658,006
value (3) shares $71.625 $763,379,679.80 $231,327.18
================================================================================
(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 Plan may become subject to the
Plan.
(2) Pursuant to Rule 457(h), the maximum offering price was calculated to be
$71.625 upon the basis of the average of the high and low prices of the
common stock reported on the consolidated reporting system as of July 28,
1997, as reprinted in The Wall Street Journal, Western Edition.
(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.
-----------------------------------------------
Pursuant to General Instruction E to Form S-8, the contents of BankAmerica
Corporation's Registration Statement on Form S-8 (File No. 33-50124) as filed
with the Securities and Exchange Commission on July 29, 1992 are incorporated
herein by reference, except as the same may be modified by the information set
forth herein. This Registration Statement is being filed to register an
additional 10,658,006 shares of BankAmerica Corporation Common Stock that
became available in 1997 under the terms of the BankAmerica Corporation 1992
Management Stock Plan for grants and awards under the Plan.
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
- 2 -
<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 4th day of August, 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 4th day of August, 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: August 4, 1997
- 3 -
<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
- 4 -
[BANKAMERICA CORPORATION LETTERHEAD]
BankAmerica Corporation
Box 37000
San Francisco, CA 94137
August 4, 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 10,658,006 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 1992 Management Stock Plan,
as amended (the "Plan"). The Registration Statement is to be filed by BAC with
the Securities and Exchange Commission on or about August 4, 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 Plan, 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 August 4, 1997 pertaining to the BankAmerica Corporation
1992 Management Stock Plan of our report dated January 14, 1997 with respect to
the consolidated financial statements 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
August 1, 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]
