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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. ______) *
BA Merchant Services, Inc.
--------------------------
(Name of Issuer)
CLASS A COMMON STOCK
------------------------------
(Title of Class of Securities)
055239-10-7
--------------
(CUSIP Number)
Cheryl Sorokin, Group Executive Vice President and Secretary
Bank of America National Trust and Savings Association
555 California Street, 6th Floor
San Francisco, California 94104
(415) 622-2091
----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 1997
----------------------------------------------------------------
(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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 055239-10-7
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON BankAmerica Corporation
S.S. or I.R.S. IDENTIFICATION NO. I.R.S. Number 94-1681731
OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER 32,400,000
SHARES
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER 32,400,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,400,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
<PAGE>
SCHEDULE 13D
CUSIP No. 055239-10-7
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Bank of America National Trust
S.S. or I.R.S. IDENTIFICATION NO. & Savings Association
OF ABOVE PERSON I.R.S. Number 94-1687665
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER 32,400,000
SHARES
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER 32,400,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,400,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* BK
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
<PAGE>
Item 1. SECURITY AND ISSUER
Class A Common Stock
BA Merchant Services, Inc. (BAMS)
One South Van Ness Avenue
San Francisco, California 94103
Item 2. IDENTITY AND BACKGROUND
BankAmerica Corporation (BAC) is incorporated in the state of Delaware.
Its principal business is a bank holding company. The address of its principal
place of business and principal office is: 555 California Street, San
Francisco, California, 94104.
Bank of America National Trust & Savings Association (BofA) is a national
banking association organized and existing under the laws of the United States
of America. Its principal business is banking. The address of its principal
place of business and principal office is: 555 California Street, San
Francisco, California, 94104.
During the last five years, neither BAC nor BofA nor, to the best of their
knowledge, any person named in Schedules A or B attached hereto, 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.
Because of the nature of their businesses, both BAC and BofA are subject to
various threatened or pending legal actions, including (without limitation)
civil and administrative litigation and other proceedings before courts,
arbitration tribunals, administrative agencies and regulatory bodies. Certain
of such actions may involve, among others, claims under antitrust, unfair
competition, fraud, unfair labor practices or discrimination laws. Any
litigation deemed material to BAC or the Bank is disclosed in the Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q of BAC, and from time to time in
Current Reports on Form 8-K. No adverse findings, consent decrees or adverse
final actions of the type mentioned in this question were disclosed in BAC's
Form 10-K for the year ended December 31, 1996 or in the Forms 10-Q for the
quarters ended March 31 or June 30, 1997 or in any Current Report on Form 8-K
filed during 1997 to date. BAC filed a Current Report on Form 8-K dated May 5,
1997 in which it reported that the Bank had been sued by the City of San
Francisco and several related public entities, and by the State of California,
in an action entitled State of California, etc. ex rel Stull. v. Bank of America
----------------------------------------------------------
NT&SA, et al. (No. 968-484). The case was instituted on April 1, 1995 in the
- -------------
Superior Court for the City and County of San Francisco. The City of San
Francisco and related public entitles intervened in the case on May 1, 1997, and
the State of California took over prosecution of the case on May 5, 1997. The
chief allegation of this suit is that the Bank retained unclaimed funds related
to bonds and coupons which were not presented by bondholders rather than
returning them to certain bond issuers or escheating such funds to the State.
The suit
<PAGE>
also alleges False Claims Act exposure for alleged fee overcharges and claims
that the Bank improperly invested bond program funds.
The amount of any ultimate exposure cannot be determined with certainty at
this time. Based on the results of BAC's investigation to date and on the
advice of counsel, BAC does not expect the final outcome of any threatened or
filed suits to have a material adverse effect on its financial position. To the
best of its knowledge, BAC has not been the subject of any criminal proceedings.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 30, 1997, BofA, a wholly-owned subsidiary of BAC, acquired
1,500,000 shares of BAMS' Class B Common Stock (Class B Common Stock is
convertible into Class A Common Stock under certain conditions described in Item
5, below) in exchange for transferring to BAMS BofA's merchant processing
business in Taiwan pursuant to a Taiwan Business and Hong Kong Administrative
Office Acquisition Agreement between BofA and BAMS, a copy of which is
incorporated by reference in Item 7.
Item 4. PURPOSE OF TRANSACTION
BofA acquired the 1,500,000 shares of BAMS' Class B Common Stock in
consideration for the transfer to BAMS of BofA's merchant processing businesses
in Taiwan. BofA currently does not have plans to acquire additional shares of
BAMS' securities.
BofA owns 100% of the outstanding Class B Common Stock of the Company,
which represents beneficial ownership of approximately 66.6% of BAMS' Class A
Common Stock as of September 30, 1997. Such ownership also represents 95.2% of
the combined voting power of the Company's outstanding Class A and Class B
Common Stock. BofA also has the ability to elect all of the members of the
Board of Directors of BAMS and to exercise a controlling influence over the
business and affairs of BAMS, including any determinations with respect to
mergers or other business combinations involving the Company, the acquisition or
disposition of assets by the Company (including capital expenditures), the
incurrence of indebtedness by the Company, the issuance by the Company of any
additional Common Stock or other securities and the payment of any dividends
with respect to the Common Stock. The size of the Board of Directors is
currently fixed at six. Two of the present members of the Board of Directors
are independent of BankAmerica.
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER
BofA is the record owner of 32,400,000 shares of BAMS' Class B Common
Stock, as of September 30, 1997. BofA's ownership of Class B Common Stock
represents beneficial ownership of 66.6% shares. BofA has the power to vote,
direct the vote, dispose and direct the disposition of its Class B Common Stock,
and, if converted to Class A Common Stock as described below, of the Class A
Common Stock. For marketing purposes, BAC may be deemed the beneficial owner of
the shares owned by BofA.
One share of Class B Common Stock is convertible into one share of Class A
Common Stock under conditions set forth in the Amended and Restated Certificate
of Incorporation of BA Merchant Services, Inc. (BAMS), on file with BAMS' Annual
Report on Form 10-K. Generally, Class A Common Stock is convertible into Class
B Common Stock prior to a tax-free spin-off: a) at any time, at the holder's
option; b) automatically, for any shares retained by BAC or its subsidiaries
after transfer of more than a 50% economic interest in the Common Stock in a
single transaction to a person who is not an affiliate of BAC (Class B
Transferee); c) automatically, upon transfer of a share to a person other than
BAC or its subsidiaries or a Class B Transferee or its subsidiaries; d)
automatically, if shares owned by BAC or its subsidiaries or a Class B
Transferee or its subsidiaries in the aggregate constitute less than 30% of the
economic ownership of the shares of Class A and Class B Common Stock combined.
Shares transferred to BAC stockholders or to stockholders of a Class B
Transferee in a tax-free spin-off do not convert upon the spin-off. After a
tax-free spin-off, Class A shares automatically convert into Class B shares on
the fifth anniversary of a tax-free spin-off, unless counsel opines that the
conversion could adversely affect the ability to secure a tax-free ruling from
the Internal Revenue Service, or the Service has adopted a non-ruling policy and
the conversion could adversely affect the tax-free status of the distribution,
in which case shareholders must approve the conversion (unless counsel opines
that approval could adversely affect the tax-free status of the distribution).
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
a. Asset Transfer Agreement Between BofA and BAMS: On December 31, 1996,
----------------------------------------------
BofA transferred the assets and liabilities of the domestic business
now known as BA Merchant Services, Inc. in exchange for 30,200,000
shares of Class B Common Stock pursuant to an Asset Transfer
Agreement Between BofA and BAMS.
b. Asian Acquisition Agreement Between BofA and BAMS: On December 3,
-------------------------------------------------
1996, BofA entered into the agreement to transfer merchant processing
businesses in Thailand and the Philippines to BAMS, in exchange for
150,000 shares of Class B Common Stock for the Thailand merchant
processing business and 550,000 shares of Class B Common Stock for
the Philippines merchant processing business.
<PAGE>
c. First Amendment to Asian Acquisition Agreement: On September 30,
----------------------------------------------
1997, BofA and BAMS amended the Asian Acquisition Agreement. The
Amendment did not amend, modify or change the number of shares of
common stock issued in exchange for the merchant processing
businesses.
d. Taiwan Business and Hong Kong Administrative Office Acquisition
---------------------------------------------------------------
Agreement Between BofA and BAMS: On September 30, 1997, BofA entered
-------------------------------
into the agreement to transfer merchant processing businesses in
Taiwan to BAMS, in exchange for 1,500,000 shares of Class B Common
Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Asset Transfer Agreement Between BofA and BAMS, dated December 3,
1996, incorporated by reference to Exhibit 10.8 to amendment 3 of
BAMS' Form S-1, filed December 9, 1996, Commission file number 1-7377.
2. Asian Acquisition Agreement Between BofA and BAMS, dated December 3,
1996, incorporated by reference to Exhibit 10.12 to BAMS' 1996 Annual
Report on Form 10-K, filed March 28, 1997, Commission file number 1-
7377.
3. First Amendment to Asian Acquisition Agreement, dated September 30,
1997, incorporated by reference to Exhibit 3 to BAMS' Schedule 13D
reporting the acquisition of 150,000 shares of Class B Common Stock
for the Thailand merchant processing business and 550,000 shares of
Class B Common Stock in exchange for the Philippines merchant
processing business, filed concurrently herewith, Commission file
number 1-7377.
4. Taiwan Business and Hong Kong Administrative Office Acquisition
Agreement Between BofA and BAMS, dated September 30, 1997,
incorporated by reference to Exhibit 4 to BAMS' Schedule 13D reporting
the acquisition of 150,000 shares of Class B Common Stock for the
Thailand merchant processing business and 550,000 shares of Class B
Common Stock in exchange for the Philippines merchant processing
business, filed concurrently herewith, Commission file number 1-7377.
<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
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
October 17, 1997 By: /s/ R. SCOTT MCMILLEN
-----------------------------
Name: R. Scott McMillen
Title: Senior Counsel
Bank of America National Trust
& Savings Association
<PAGE>
SCHEDULE A
BankAmerica Corporation
Director and Executive Officers Information
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of BankAmerica Corporation
(directors are indicated by asterisk). Each such person is a citizen of the
United States.
<TABLE>
<S> <C> <C>
* Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO
Alibrandi Simi Valley, CA 93063 Whittaker Corporation
Simi Valley, CA
(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.
Lafayette, CA
(principal business: real estate investment trust)
Kathleen J. 555 California Street Vice Chairman and Personnel Relations Officer
Burke 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* Richard A. 123 Mission St., Room H17F Retired Chairman of the Board and
Clarke San Francisco, CA 94106 Chief Executive Officer
Pacific Gas & Electric Company
San Francisco, CA
(principal business: gas and electric utility)
* David A. 555 California Street Chairman of the Board, President
Coulter 40th Floor and Chief Executive Officer
San Francisco, CA 94104 Bank of America NT&SA
San Francisco, CA
(principal business: banking and finance)
* Timm F. c/o Hallmark Cards, Inc. Retired Chairman
Crull 1024 E. Balboa Blvd. Nestle USA, Inc.
Newport Beach, CA 92661 Glendale, CA
(principal business: food and related products
processing)
* Kathleen 147 Clifton Street President
Feldstein Belmont, MA 02178 Economics Studies, Inc.
Belmont, MA
(principal business: economics consulting)
</TABLE>
1
<PAGE>
<TABLE>
<S> <C> <C>
* Donald E. Pacific Telesis Center Chairman Emeritus
Guinn 130 Kearny St., Room 3704 Pacific Telesis Group
San Francisco, CA 94108 San Francisco, CA
(principal business: telecommunications)
* Frank L. 2726 Shelter Island Dr. Consulting Architect
Hope Suite 250 San Diego, CA
San Diego, CA 92106 (principal business: architecture)
H. Eugene 555 California Street President, Global Retail Bank
Lockhart 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* Walter E. Office of the President President
Massey 830 Westview Drive., S.W. Morehouse College
Atlanta, GA 30314 Atlanta, GA
(principal business: education)
Jack L. 555 California Street Vice Chairman
Meyers 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
Michael J. 555 California Street President, Global Wholesale Bank
Murray 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
Michael E. 555 California Street Vice Chairman and
O'Neill 40th Floor Chief Financial Officer
San Francisco, CA 94104 Bank of America NT&SA
San Francisco, CA
(principal business: banking and finance)
* John M. 227 West Monroe Street Of Counsel to the law firm of Wachtell, Lipton,
Richman Suite 4825 Rosen & Katz
Chicago, IL 60606 Chicago, IL
(principal business: law)
* Richard M. 555 California Street Retired Chairman and Chief Executive Officer
Rosenberg 5th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* A. Michael Memorial Way, Room 140 Dean of Graduate School of Business
Spence Stanford, CA 94305 Stanford University
Stanford, CA
(principal business: education)
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
Martin A. 555 California Street Vice Chairman
Stein 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* Solomon D. 1801 California Street President and Chief Executive Officer
Trujillo 52nd Floor US West Communications Group
Denver, CO 80202 Denver, CO
(principal business: communication)
</TABLE>
3
<PAGE>
SCHEDULE B
Bank of America National Trust and Savings Association
Director and Executive Officers Information
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of Bank of America National
Trust and Savings Association (directors are indicated by asterisk). Each such
person is a citizen of the United States.
<TABLE>
<S> <C> <C>
* Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO
Alibrandi Simi Valley, CA 93063 Whittaker Corporation
Simi Valley, CA
(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.
Lafayette, CA
(principal business: real estate investment trust)
Kathleen J. 555 California Street Vice Chairman
Burke 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* Richard A. 123 Mission St., Room H17F Retired Chairman of the Board and
Clarke San Francisco, CA 94106 Chief Executive Officer
Pacific Gas & Electric Company
San Francisco, CA
(principal business: gas and electric utility)
* David A. 555 California Street Chairman of the Board, President
Coulter 40th Floor and Chief Executive Officer
San Francisco, CA 94104 Bank of America NT&SA
San Francisco, CA
(principal business: banking and finance)
* Timm F. c/o Hallmark Cards, Inc. Retired Chairman
Crull 1024 E. Balboa Blvd. Nestle USA, Inc.
Newport Beach, CA 92661 Glendale, CA
(principal business: food and related products
processing)
* Kathleen 147 Clifton Street President
Feldstein Belmont, MA 02178 Economics Studies, Inc.
Belmont, MA
(principal business: economics consulting)
</TABLE>
1
<PAGE>
<TABLE>
<S> <C> <C>
* Donald E. Pacific Telesis Center Chairman Emeritus
Guinn 130 Kearny St., Room 3704 Pacific Telesis Group
San Francisco, CA 94108 San Francisco, CA
(principal business: telecommunications)
* Frank L. 2726 Shelter Island Dr. Consulting Architect
Hope Suite 250 San Diego, CA
San Diego, CA 92106 (principal business: architecture)
H. Eugene 555 California Street President, Global Retail Bank
Lockhart 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* Walter E. Office of the President President
Massey 830 Westview Drive., S.W. Morehouse College
Atlanta, GA 30314 Atlanta, GA
(principal business: education)
Jack L. 555 California Street Vice Chairman
Meyers 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
Michael J. 555 California Street President, Global Wholesale Bank
Murray 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
Michael E. 555 California Street Vice Chairman, Cashier and
O'Neill 40th Floor Chief Financial Officer
San Francisco, CA 94104 Bank of America NT&SA
San Francisco, CA
(principal business: banking and finance)
* John M. 227 West Monroe Street Of Counsel to the law firm of Wachtell, Lipton,
Richman Suite 4825 Rosen & Katz
Chicago, IL 60606 Chicago, IL
(principal business: law)
* Richard M. 555 California Street Retired Chairman and Chief Executive Officer
Rosenberg 5th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* A. Michael Memorial Way, Room 140 Dean of Graduate School of Business
Spence Stanford, CA 94305 Stanford University
Stanford, CA
(principal business: education)
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
Martin A. 555 California Street Vice Chairman
Stein 40th Floor Bank of America NT&SA
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
* Solomon D. 1801 California Street President and Chief Executive Officer
Trujillo 52nd Floor US West Communications Group
Denver, CO 80202 Denver, CO
(principal business: communication)
3
</TABLE>
