<PAGE>
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(5)
TO PROSPECTUS DATED AUGUST 22, 1994 FILE NUMBER 333-54385
$250,000,000
LOGO
6 5/8% SUBORDINATED NOTES DUE OCTOBER 15, 2007
----------------
Interest on the 6 5/8% Subordinated Notes Due October 15, 2007 (the "Notes")
is payable semiannually on April 15 and October 15, commencing April 15, 1998.
The Notes will be available for purchase in denominations of $1,000 and
integral multiples thereof. The Notes are subordinate to all present and
future Senior Debt (as defined in the accompanying Prospectus) of BankAmerica
Corporation (the "Corporation"). The Notes are not redeemable prior to
maturity. See "Description of Notes".
The Notes will be represented by one or more Global Notes (the "Global
Notes") registered in the name of a nominee of The Depository Trust Company,
as depository ("DTC"), or other depository. Beneficial interests in the Global
Notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC's participants. Except as provided herein, owners of
beneficial interests in the Global Notes will not be entitled to receive Notes
in definitive form and will not be considered owners or Holders thereof.
Settlement for the Notes will be made in immediately available funds. So long
as the Notes are represented by the Global Notes registered in the name of DTC
or its nominee, the Notes will trade in DTC's Same-Day Funds Settlement
System, and secondary market trading activity for the Notes will therefore
settle in immediately available funds. So long as the Notes are represented by
the Global Notes, all payments of principal and interest will be made in
immediately available funds. See "Description of Notes".
The Notes are not savings accounts, deposits or other obligations of any
bank or nonbank subsidiary of the Corporation and are not insured by the
Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other
government agency.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) THE CORPORATION(1)(3)
--------- -------------- ---------------------
<S> <C> <C> <C>
Per Note...................... 100% 0.364% 99.636%
Total......................... $250,000,000 $910,000 $249,090,000
</TABLE>
- ----------
(1) Plus accrued interest, if any, from October 7, 1997.
(2) The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".
(3) Before deducting expenses payable by the Corporation estimated at
$200,000.
----------------
The Notes are offered, subject to prior sale, when, as and if accepted by
the Underwriters and subject to certain other conditions. It is expected that
delivery of the Global Notes will be made in book-entry form only through the
facilities of DTC, on or about October 7, 1997 against payment therefor in
immediately available funds.
----------------
CREDIT SUISSE FIRST BOSTON
BANCAMERICA ROBERTSON STEPHENS
SBC WARBURG DILLON READ INC.
ABN AMRO CHICAGO CORPORATION
----------------
The date of this Prospectus Supplement is October 2, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES,
INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS AND COVERING TRANSACTIONS.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
BANKAMERICA CORPORATION
The Corporation is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"), and was incorporated in the
State of Delaware in 1968. At December 31, 1996, the Corporation was one of
the three largest bank holding companies in the United States, based on total
assets.
The Corporation's largest subsidiary, based on total assets, is Bank of
America National Trust and Savings Association ("Bank of America"). Bank of
America became a subsidiary of the Corporation in 1969. Bank of America began
business in San Francisco, California, as Bank of Italy in 1904 and adopted
its present name in 1930.
The Corporation, through its network of subsidiaries, provides banking and
other financial services throughout the United States and in selected
international markets to consumers and business customers, including
corporations, governments and other institutions.
The Corporation's principal executive offices are located at 555 California
Street, San Francisco, California 94104 (telephone (415) 622-3530).
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Corporation including its
consolidated subsidiaries is computed by dividing earnings by fixed charges.
Earnings consist primarily of income before income taxes adjusted for fixed
charges. Fixed charges consist primarily of interest expense on short- and
long-term borrowings and one-third (the portion deemed representative of the
interest factor) of net rents under long-term leases.
The following table sets forth the ratio of earnings to fixed charges for
the Corporation and its consolidated subsidiaries for the periods indicated
and reflects the effects of the merger of Continental Bank Corporation with
and into the Corporation subsequent to its consummation on August 31, 1994 and
the effects of the merger of Security Pacific Corporation with and into the
Corporation subsequent to its consummation on April 22, 1992.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------- ------------------------
1997 1996 1996 1995 1994 1993 1992
------- ------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED CHARGES
Excluding interest on deposits...... 2.66 2.82 2.67 2.77 3.26 3.55 3.18
Including interest on deposits...... 1.60 1.62 1.58 1.61 1.74 1.79 1.53
</TABLE>
S-2
<PAGE>
DESCRIPTION OF NOTES
The following is a brief description of the terms of the Notes. This
description does not purport to be complete, should be read in conjunction
with the statements under "Description of Debt Securities" in the accompanying
Prospectus and is subject to and qualified in its entirety by reference to the
Subordinated Indenture, dated as of November 1, 1991 (the "Indenture"), as
amended by a First Supplemental Indenture dated as of September 8, 1992 (the
"First Supplemental Indenture"), between the Corporation and Chase Trust
Company of California, formerly Chemical Trust Company of California (the
"Trustee"). The Indenture and the First Supplemental Indenture have been filed
with the Securities and Exchange Commission as exhibits to the Registration
Statement.
GENERAL
The Notes offered hereby will mature on October 15, 2007 and are limited to
$250,000,000 aggregate principal amount. The Notes are not redeemable prior to
maturity.
The Notes will initially be represented by one or more Global Notes.
Beneficial interests in the Global Notes will be shown on, and transfers
thereof will be effected only through, records maintained by DTC's
Participants (as defined below). Except as provided herein, owners of
beneficial interests in the Global Notes will not be entitled to receive Notes
in definitive form and will not be considered owners or Holders thereof.
First Trust of California, National Association, One California Street, 4th
Floor, San Francisco, California 94111 (the "Paying Agent") will serve as
Paying Agent and Security Registrar.
The Notes will be unsecured subordinated obligations of the Corporation
which will rank pari passu with all other subordinated debt of the Corporation
and, together with such other subordinated debt, will be subordinate and
junior in right of payment to the prior payment in full of the Senior Debt of
the Corporation. As of June 30, 1997, the Corporation (the Parent) had
approximately $9.1 billion of Senior Debt outstanding. See "Description of
Debt Securities--Subordination" in the accompanying Prospectus.
Because the Corporation is a holding company, the rights of the Holders of
the Notes to participate in the assets of any subsidiary upon such
subsidiary's liquidation or reorganization will be subject to the prior claims
of such subsidiary's creditors except to the extent that the Corporation may
itself be a creditor with recognized claims against the subsidiary. There are
also various legal limitations on the extent to which the Corporation's
depository subsidiaries may extend credit, pay dividends or otherwise supply
funds to the Corporation or various of its affiliates. See "BankAmerica
Corporation" in the accompanying Prospectus.
The Corporation may at any time purchase the Notes at any price in the open
market or otherwise. Notes so purchased by the Corporation may be held or
resold or, at the discretion of the Corporation, may be surrendered for
cancellation.
INTEREST
The Notes will bear interest from October 7, 1997 at 6 5/8% per annum
payable each April 15 and October 15, commencing April 15, 1998, and at
maturity (each an "Interest Payment Date"). Each payment of interest in
respect of an Interest Payment Date shall include interest accrued to but
excluding such Interest Payment Date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. Any payment required to be made on
a date that is not a Business Day need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such date, and no additional interest shall accrue as a result of such
delayed payment. "Business Day" means any day which is not a Saturday or
Sunday and which is not a legal holiday or a day on which banking institutions
or trust companies are authorized or obligated by law or executive order to be
closed in the Place of Payment. The Place of Payment will be San Francisco,
California.
Interest payable and punctually paid or duly provided for on any Interest
Payment Date will be paid to the person in whose name a Note is registered at
the close of business on the March 31 or September 30 next preceding such
Interest Payment Date. See "Book-Entry System" below.
S-3
<PAGE>
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered Global
Notes which will be deposited with, or on behalf of, DTC, as depository, and
registered in the name of DTC's nominee. Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only by DTC to a nominee
of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or
any nominee to a successor depository or any nominee of such successor.
DTC has advised as follows: it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. "Direct Participants" include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear through or maintain
a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
Purchases of interests in the Global Notes under the DTC system must be made
by or through Direct Participants, which will receive a credit for such
interests on DTC's records. The ownership interest of each actual purchaser of
interests in the Global Notes ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Global Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Global Notes, except as
described below.
To facilitate subsequent transfers, all Global Notes deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Notes with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the interests in the Global
Notes; DTC's records reflect only the identity of the Direct Participants to
whose accounts interests in the Global Notes are credited, which may or may
not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts
interests in the Global Notes are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
S-4
<PAGE>
Principal and interest payments on the Notes will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on the payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, the Paying
Agent, or the Corporation, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and interest to
DTC is the responsibility of the Corporation or the Paying Agent, disbursement
of such payments to Direct Participants shall be the responsibility of DTC,
and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the
Notes at any time by giving reasonable notice to the Corporation or the Paying
Agent. Under such circumstances, in the event that a successor depository is
not obtained, definitive Note certificates are required to be printed and
delivered. The Corporation may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor depository).
Global Notes representing all but not part of the Notes offered hereby are
exchangeable for Notes in definitive form of like tenor and terms if (i) DTC
notifies the Corporation that it is unwilling or unable to continue as
depository for such Global Notes or if at any time DTC ceases to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as
amended, and the Corporation does not appoint a successor depository within 90
days of receipt by the Corporation of such notice or of the Corporation
becoming aware of such ineligibility or (ii) the Corporation executes and
delivers to the Trustee a Corporation Order that such Global Notes shall be
exchangeable. The Global Notes exchangeable pursuant to the preceding sentence
shall be exchangeable for Notes issuable in denominations of $1,000 and any
integral multiple thereof and registered in such names as DTC shall direct. In
the event of such exchange, interest and principal on the Notes will be
payable in the manner provided for Notes in definitive form. See "Description
of Debt Securities--Payments and Paying Agents" in the accompanying
Prospectus.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Corporation believes to be reliable,
but the Corporation takes no responsibility for the accuracy thereof.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. So long as the Notes are represented by Global Notes, all
payments of principal and interest will be made by the Corporation in
immediately available funds. So long as the Notes are represented by Global
Notes registered in the name of DTC or its nominee, the Notes will trade in
DTC's Same-Day Funds Settlement System, and secondary market trading activity
in the Notes will therefore be required by DTC to settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Notes.
EVENTS OF DEFAULT
The Notes will provide that an Event of Default will be limited to certain
events of bankruptcy of the Corporation, and there will be no right of
acceleration of the payment of principal of the Notes upon a default on the
payment of principal or interest on the Notes or in the performance of any
covenant or agreement in the Notes or in the Indenture, as amended.
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Corporation has agreed to sell to each of the Underwriters named below,
and each of the Underwriters has severally agreed to purchase, the principal
amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITERS OF NOTES
------------ ------------
<S> <C>
Credit Suisse First Boston Corporation......................... $125,000,000
BancAmerica Robertson Stephens................................. 50,000,000
SBC Warburg Dillon Read Inc.................................... 50,000,000
ABN AMRO Chicago Corporation................................... 25,000,000
------------
Total........................................................ $250,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.25% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.20% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Notes are a new issue of securities with no established trading market.
The Corporation has been advised by the Underwriters that the Underwriters
intend to make a market in the Notes, but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Notes.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Underwriters may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Securities
Exchange Act of 1934, as amended. Over-allotment involves sales in excess of
the offering size, which creates a short position for the Underwriters.
Stabilizing transactions involve bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Covering
transactions involve purchases of the Notes in the open market after the
distribution has been completed in order to cover short positions. Such
stabilizing transactions and covering transactions may cause the price of the
Notes to be higher than it would otherwise be in the absence of such
transactions.
BancAmerica Robertson Stephens ("BRS") is a wholly-owned subsidiary of the
Corporation. Accordingly, any offer and sale of the Notes will comply with
Rule 2720 of the Rules of Conduct of the National Association of Securities
Dealers, Inc. (the "NASD") regarding underwriting securities of an affiliate.
No NASD member participating in the offering of the Notes will execute a
transaction in the Notes in a discretionary account without the prior written
specific approval of the member's customer. This Prospectus Supplement and the
accompanying Prospectus may be used by BRS in connection with offers and sales
related to secondary market transactions in the Notes. BRS may act as
principal
S-6
<PAGE>
or agent in such transactions. Such sales will be made at prices related to
prevailing market prices at the time of sale.
The Underwriters, and certain affiliates thereof, may from time to time
engage in transactions with and perform services for the Corporation and its
subsidiaries in the ordinary course of business.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the
Corporation by James N. Roethe, Executive Vice President and General Counsel
of the Corporation and Group Executive Vice President and General Counsel of
Bank of America. As of September 30, 1997, Mr. Roethe had a direct or indirect
interest in approximately 4,900 shares of Common Stock of the Corporation and
had options to purchase an additional 238,000 shares of Common Stock of the
Corporation, of which 84,668 options will be exercisable as of November 29,
1997. See "Legal Matters" in the accompanying Prospectus for information about
the review of tax matters and matters passed upon for the Underwriters.
S-7
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPO-
RATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNEC-
TION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR THE UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE
MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES, CREATE AN IMPLI-
CATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE
THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTI-
TUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SO-
LICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
BankAmerica Corporation.................................................... S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Description of Notes....................................................... S-3
Underwriting............................................................... S-6
Legal Matters.............................................................. S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
BankAmerica Corporation.................................................... 3
Ratio of Earnings to Fixed Charges......................................... 5
Use of Proceeds............................................................ 5
Description of Debt Securities............................................. 5
Description of Capital Securities.......................................... 17
Description of Preferred Shares............................................ 18
Description of Depositary Shares........................................... 25
Description of Common Stock................................................ 28
Description of Securities Warrants......................................... 31
Risk Factors Relating to the Currency Warrants............................. 34
Description of Currency Warrants........................................... 34
Plan of Distribution....................................................... 36
Legal Matters.............................................................. 37
Experts.................................................................... 37
</TABLE>
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- -------------------------------------------------------------------------------
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[LOGO BANKAMERICA CORPORATION]
$350,000,000
6 5/8% SUBORDINATED NOTES
DUE AUGUST 1, 2007
------------------------
PROSPECTUS SUPPLEMENT
JULY 24, 1997
------------------------
BANCAMERICA SECURITIES, INC.
CHASE SECURITIES, INC.
LEHMAN BROTHERS
MORGAN STANLEY DEAN WITTER
SALOMON BROTHERS INC
UBS SECURITIES
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[LOGO OF RECYCLE PAPER PRINT]
