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OMD APPROVAL
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OMB Number:...........3235-0145
Expires.......December 31, 1997
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burden hours per form.....14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Forstmann & Company, Inc.
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Name of Issuer
Common Stock, par value $.01
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(Title of Class of Securities)
34659D10
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CUSIP NUMBER
CHERYL SOROKIN, EXECUTIVE VICE PRESIDENT AND SECRETARY
BANKAMERICA CORPORATION, CORPORATE SECRETARY'S OFFICE #13018
555 CALIFORNIA STREET, SAN FRANCISCO, CA 94104
(415) 622-3530
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 23, 1997
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Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
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CUSIP No. 34659D10 Page 2 of 11
- -------------------------
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1 NAME OF REPORTING PERSON
BankAmerica Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES ------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
759,130
OWNED BY ------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
759,130
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,130
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
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SCHEDULE 13D
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CUSIP No. 34659D10 Page 3 of 11
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1 NAME OF REPORTING PERSON
BankAmerica Investment Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES ------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
759,130
OWNED BY ------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
759,130
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,130
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
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14 TYPE OF REPORTING PERSON*
CO
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Item 1: Security and Issuer.
This schedule relates to the common stock, par value $.01 per share (the
"Common Stock"), of Forstmann & Company, Inc., a Georgia corporation
("Forstmann"). The principal executive offices of Forstmann are located at 1185
Avenue of the Americas, New York, NY 10036.
Item 2: Identity and Background.
This Schedule 13D is being filed by (a) BankAmerica Investment Corporation,
a Delaware corporation ("BAIC"), and its parent (b) BankAmerica Corporation, a
Delaware corporation ("BankAmerica"), which may be deemed to beneficially own
the common stock reported on.
The principal business of BAIC is holding equity investments and trading
discounted debt. The principal business of BankAmerica is acting as a bank
holding company. The principal business address and address of the principal
office of BAIC is 231 South LaSalle Street, Chicago, IL 60697. The principal
business address and address of the principal office of BankAmerica is 555
California Street, San Francisco, CA 94104.
Certain information regarding the directors and executive officers of the
Reporting Persons is set forth in Exhibit B attached hereto.
During the last five years, neither the Reporting Persons nor, to their
best knowledge, any person named in Exhibit B, has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. BankAmerica incorporates by reference
the material under Item 3, "Legal Proceedings," in its Annual Report on Form 10-
K for the year ended December 31, 1996, and the material in its Current Report
on Form 8-K for May 5, 1997 (File No. 1-7377).
Item 3: Source and Amount of Funds or Other Consideration.
As described in Item 4, BAIC became entitled to receive 759,130 shares of
Common Stock as of July 23, 1997 upon conversion of other investments in
Forstmann which were acquired by BAIC with working capital.
Item 4: Purpose of Transaction.
On July 9, 1997 the United States Bankruptcy Court for the Southern District
of New York confirmed a plan to reorganize Forstmann under Chapter 11 of the
Bankruptcy Code. As a result, as of July 23, 1997 (a) the existing common
stock, par value $.001 per share, of Forstmann was canceled and (b) record
holders of certain allowed claims became entitled to receive shares of a new
class of Forstmann Common Stock. Forstmann has apparently not amended its
current registration statement under the Securities Exchange Act of 1934, as
amended, to effect registration of the Common Stock even though it has a
different par value from its old common stock.
Except as described below, the Reporting Persons have no plans or proposals
that relate to or would result in:
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(a) the acquisition by any person of additional securities of Forstmann or
the disposition of securities of Forstmann;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of Forstmann or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of Forstmann or any
of its subsidiaries;
(d) any change in the present board of directors or management of
Forstmann, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors of
Forstmann;
(e) any material change in the present capitalization or dividend policy of
Forstmann;
(f) any other material change in the business or corporate structure of
Forstmann;
(g) changes in the charter, by-laws or instruments corresponding thereto of
Forstmann, or other actions which may impede the acquisition of control of
Forstmann by any person;
(h) any class of securities of Forstmann being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(i) any class of equity securities of Forstmann becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or
(j) any action similar to any of those enumerated above.
The Reporting Persons, however, reserve the right to change their plans or
intentions at any time and to take any and all actions that they deem
appropriate to maximize the value or minimize loss of their investment
including, among other things, from time to time acquiring additional shares or
disposing of all or a portion of the shares of Common Stock in open market or
privately negotiated transactions or otherwise, depending on existing market
conditions and other considerations. The Reporting Persons intend to review
their investment in Forstmann on a continuing basis and, depending upon the
price and availability of Common Stock, subsequent developments affecting
Forstmann, the general business and future prospects of Forstmann, other
investment and business opportunities available to the Reporting Persons,
general stock market and economic conditions, tax considerations and other
factors considered relevant, may decide at any time to increase or decrease
(pursuant to contractual registration rights or otherwise) the size of their
investment in Forstmann.
Item 5: Interest in Securities of the Issuer.
(a) BAIC beneficially owns 759,130 shares of Common Stock, which constitute
17.3% of the estimated shares outstanding. BankAmerica may be deemed to
beneficially own these shares because BAIC is a wholly owned subsidiary of
BankAmerica.
(b) BAIC and BankAmerica may be deemed to share voting and dispositive
power over these shares.
(c) During the past 60 days, the Reporting Persons have had no transactions
in the Common Stock, except as described in Item 3. To the best knowledge
of the Reporting Persons, none of their executive officers or directors has
had any transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
5
<PAGE>
Exhibit B is incorporated by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described below, the Reporting Persons, and to their best
knowledge, their executive officers and directors, do not have any contract,
arrangement, understanding, or relationship with any other person with respect
to any security of Forstmann.
BankAmerica is a party to a registration rights agreement (the "Agreement")
among Forstmann and certain holders of Common Stock, dated as of July 23, 1997,
with respect to the registration of certain shares of Common Stock. Under the
terms of the Agreement, among other things, Forstmann must (i) file not later
than 120 days after July 23, 1997 a registration statement to resell Common
Stock held by, among others, BankAmerica, on a delayed and continuous basis from
time to time in the open market or otherwise (for certain reasons, Forstmann may
postpone the filing until no later than March 31, 1998; and (ii) use its
reasonable best efforts to have the registration statement declared effective as
soon as practicable after the filing.
Item 7. Material to Be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Exhibit B - Directors and Executive Officers of Reporting Persons
Exhibit C - First Amended Plan of Reorganization of Forstmann
(Exhibit 1 to the Current Report on Form 8-K of
Forstmann (File No. I-9474) dated July 9, 1997
incorporated by reference)
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<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 15, 1997
BANKAMERICA CORPORATION*
BANKAMERICA INVESTMENT CORP. *
*By: /s/Jeffrey R. Lapic
-------------------
Jeffrey R. Lapic
Assistant General Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
7
<PAGE>
Exhibit A
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(f)(1). Each of them is responsible for the timely filing
of such Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but
neither of them is responsible for the completeness or accuracy of the
information concerning the other person making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
Date: October 15, 1997
BANKAMERICA CORPORATION*
BANKAMERICA INVESTMENT CORP. *
*By: /s/Jeffrey R. Lapic
___________________
Jeffrey R. Lapic
Assistant General Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact
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<PAGE>
EXHIBIT B
Directors and Executive Officers of Reporting Parties
BankAmerica Corporation
The following table sets forth information regarding the executive officers
and directors of BankAmerica Corporation (directors are indicated by asterisk),
all of whom are U.S. citizens and none of whom owns Common Stock of Forstmann &
Company, Inc.
<TABLE>
<CAPTION>
<S> <C> <C>
*Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO
Alibrandi Simi Valley, CA 93063 Whittaker Corporation
(principal business: aerospace manufacturing)
*Peter B. 270 Lafayette Circle Chairman of the Board and
Bedford Lafayette, CA 94549 Chief Executive Officer
Bedford Property Investors, Inc.
(principal business: real estate investment trust)
Kathleen J. 555 California Street Vice Chairman and Personnel Relations Officer
Burke San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
*Richard A. 123 Mission St. Retired
Clarke San Francisco, CA 94106
*David A. 555 California Street Chairman of the Board, President
Coulter San Francisco, CA 94104 and Chief Executive Officer
Bank of America NT&SA
(principal business: banking and finance)
*Timm F. c/o Hallmark Cards, Inc. Retired
Crull 1024 E. Balboa Blvd.
Newport Beach, CA 92661
*Kathleen 147 Clifton Street President
Feldstein Belmont, MA 02178 Economics Studies, Inc.
(principal business: economics consulting)
*Donald E. Pacific Telesis Center Chairman Emeritus
Guinn 130 Kearny St. Pacific Telesis Group
San Francisco, CA 94108 (principal business: telecommunications)
*Frank L. 2726 Shelter Island Dr. Consulting Architect
Hope San Diego, CA 92106 (principal business: architecture)
H. Eugene 555 California Street President, Global Retail Bank
Lockhart San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
*Walter E. Office of the President President
Massey 830 Westview Drive., S.W. Morehouse College
Atlanta, GA 30314 (principal business: education)
Jack L. 555 California Street Vice Chairman
Meyers San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
Michael J. 555 California Street President, Global Wholesale Bank
Murray San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
Michael E. 555 California Street Vice Chairman and
O'Neill San Francisco, CA 94104 Chief Financial Officer
Bank of America NT&SA
(principal business: banking and finance)
*John M. 227 West Monroe Street Of counsel, Wachtell, Lipton, Rosen & Katz
Richman Chicago, IL 60606 (principal business: law)
*Richard M. 555 California Street Retired
Rosenberg San Francisco, CA 94104
*A. Michael Memorial Way, Room 140 Dean of Graduate School of Business
Spence Stanford, CA 94305 Stanford University
(principal business: education)
Martin A. 555 California Street Vice Chairman
Stein San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
*Solomon D. 1801 California Street President and Chief Executive Officer
Trujillo Denver, CO 80202 US West Communications Group
(principal business: communication)
</TABLE>
10
<PAGE>
BankAmerica Investment Corporation
The following table sets forth information regarding the executive officers
and directors of BankAmerica Investment Corporation (executive officer is
indicated by asterisk), all of whom are U.S. citizens and none of whom owns
Common Stock of Forstmann & Company, Inc.
<TABLE>
<CAPTION>
<S> <C> <C>
Robert C. 231 So. LaSalle St. Executive Vice President
Griffin Chicago, IL 60604 Senior Manager, Leveraged Finance
Bank of America NT&SA
(principal business: banking and finance)
Dennis P. 231 S. La Salle St. Managing Director, Senior Manager
McCrary Chicago, Il 60604 Mezzanine Investments
Bank of America NT&SA
(principal business: banking and finance)
James D. 950 Tower Lane Executive Vice President
Murphy Foster City, CA 94404 President, BA Ventures
Bank of America NT&SA
(principal business: banking and finance)
Michael J. 555 California Street President, Global Wholesale Bank
Murray San Francisco, CA 94104 Bank of America NT&SA
(principal business: banking and finance)
*Michael E. 555 California Street Vice Chairman and
O'Neill San Francisco, CA 94104 Chief Financial Officer
Bank of America NT&SA
(principal business: banking and finance)
Christopher J. 231 So. LaSalle St. Managing Director
Perry Chicago, IL 60604 President, CIVC
Bank of America NT&SA
(principal business: banking and finance)
Terry E. 231 So. LaSalle St. Executive Vice President
Perucca Chicago, IL 60604 Executive Officer, Global Equity Investments
Bank of America NT&SA
(principal business: banking and finance)
Frank A. 555 California Street Group Executive Vice President
Somers San Francisco, CA 94104 Executive Officer-Special Assets
Bank of America NT&SA
(principal business: banking and finance)
</TABLE>
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