<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18 )*
-----------
PACCAR, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
693718108
----------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
4151435 Page 1
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CUSIP NO. 693718108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
94-1681731
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
3,341,083
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
3,483,787
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,678,366
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
9.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
4151435 Page 2
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CUSIP NO. 693718108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America Illinois
36-0947896
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 989
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 460
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
989
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
4151435 Page 3
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CUSIP NO. 693718108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America NT&SA
94-1687665
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 3,339,194
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
900
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,257,305
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
226,022
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,677,377
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
9.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
4151435 Page 4
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CUSIP NO. 693718108 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America Trust Company of Florida, N.A.
59-2142868
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
4151435 Page 5
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SCHEDULE 13G
Item 1(a) Name of Issuer: Paccar, Incorporated
(b) Address of Issuer's
Principal Executive Offices: 777 - 106th Avenue, N.E.
Bellevue, Washington 98004
Item 2(a) Names of Persons Filing: BankAmerica Corporation
("BAC")
Bank of America NT&SA
("BANTSA")
Bank of America Illinois
("BAI")
Bank of America Trust
Company of Florida, N.A.
("BATCF")
(b) Addresses of Principal
Business Offices: (For BAC and BANTSA)
555 California Street
San Francisco, CA 94104
(For BAI)
231 South LaSalle Street
Chicago, IL 60697
(For BATCF)
2255 Glades Road
Boca Raton, FL 33431
(c) Citizenship: BAC is organized under the laws of
Delaware. BANTSA and BATCF are
organized under the laws of the
United States. BAI is a bank
chartered under Illinois state law.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 693718108
4151435 Page 6
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Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in section 3(a)(19) of the Act
(d) [_] Investment Company registered under section 8 of the
Investment Company Act
(e) [_] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see (S)240.13d-1(b)(ii)(F)
(g) [X] Parent Holding Company, in accordance with (S)240.13d-
1(b)(ii)(G) (Note: See Item 7)
(h) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
4151435 Page 7
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Item 4 Ownership
(a) Amount Beneficially Owned:*
BAC 3,678,366
BAI 989
BANTSA** 3,677,377
BATCF 0
(b) Percent of Class:*
BAC 9.5%
BAI 0%
BANTSA** 9.5%
BATCF 0%
(c) Number of shares as to which such
person has:
(i) sole power to vote or direct the vote:*
BAC 0
BAI 989
BANTSA 3,339,194
BATCF 0
(ii) shared power to vote or direct the vote:*
BAC 3,341,083
BAI 0
BANTSA 900
BATCF 0
(iii) sole power to dispose or direct
the disposition of:*
BAC 0
BAI 460
BANTSA 3,257,305
BATCF 0
(iv) shared power to dispose or to
direct the disposition of:*
BAC 3,483,787
BAI 0
BANTSA 226,022
BATCF 0
*By virtue of the corporate relationships between Reporting Persons as described
in Item 7, BAC (the parent company) may be deemed to possess indirect beneficial
ownership of shares beneficially owned directly by its subsidiaries. Similarly,
higher tier BAC subsidiaries may be deemed to possess indirect beneficial
ownership of shares beneficially owned directly by lower tier BAC subsidiaries.
The power to vote and to dispose of shares may be deemed to be shared between
entities due to their corporate relationships.
**This represents a combined total of beneficial ownership of shares and
percentages, respectively, of 3,614,088 and 9.3% by Bank of America NW, NA, 550
and 0% by Bank of America Nevada, 62,739 and and .2% by BANTSA. Bank of
America NW, NA and Bank of America Nevada merged into BANTSA on January 1, 1997.
4151435 Page 8
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Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date
hereof the reporting person has ceased
to be the beneficial owner of more
than five percent of the class of
securities, check the following [_].
Item 6 Ownership of More than Five
Percent on Behalf of Another Person. Not Applicable.
Item 7 Identification and Classification
of the Subsidiaries Which Acquired
the Security Being Reported on by
the Parent Holding Company.
See Item 2. BAC is a registered bank holding
company. BANTSA and BATCF are banks,
as defined in section 3(a)(6) of the Act.
BAI is a bank chartered under Illinois state law.
Each of these entities are wholly-owned
subsidiaries of BAC.
Item 8 Identification and Classification
of Members of the Group. See Item 7.
Item 9 Notice of Dissolution of Group. Not Applicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
4151435 Page 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BankAmerica Corporation
Dated: February 12, 1997 By /s/ JOHN J. HIGGINS
------------------------------------
John J. Higgins
Executive Vice President
4151435 Page 10
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Exhibit A
AGREEMENT RE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agrees as follows:
(i) Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: February 12, 1997 BANKAMERICA CORPORATION
By: /s/ JOHN J. HIGGINS
----------------------------------
John J. Higgins
Its: Executive Vice President
Dated: February 12, 1997 BANK OF AMERICA NT&SA*
By: /s/ JOHN J. HIGGINS
----------------------------------
John J. Higgins
Its: Group Executive Vice President
Dated: February 12, 1997 BANK OF AMERICA ILLINOIS
By: /s/ DEBRA A. HITON
----------------------------------
Debra A. Hiton
Its: Senior Vice President and
and Attorney-in-Fact
Dated: February 12, 1997 BANK OF AMERICA TRUST COMPANY
OF FLORIDA, NATIONAL ASSOCIATION
By: /s/ DEBRA A. HITON
----------------------------------
Debra A. Hiton
Its: Attorney-in-Fact
*On January 1, 1997 Bank of America NW, NA and Bank of America Nevada were
merged into Bank of America NT&SA and no longer exist.
4151435 Page 11
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Limited Power of Attorney
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that BANK OF AMERICA TRUST COMPANY OF
FLORIDA, NATIONAL ASSOCIATION ("Principal"), a national banking association
chartered and existing under the laws of the United States, with its registered
offices at 2255 Glades Road, Boca Raton, Florida, by and through its duly
elected officer, Thomas G. Church, Chairman of the Board of Directors of
Principal, does hereby nominate, constitute and appoint Mary R. Frost and Debra
A. Hiton and each of them, as its true and lawful attorneys-in-fact, for it and
in its name, place and stead, to execute any and all reports, forms, schedules
or other documents required to be executed by Principal pursuant to Section 13
of the Securities Exchange Act of 1934 as now in effect or hereafter amended and
rules issued thereunder from time to time by the Securities and Exchange
Commission.
Principal hereby gives and grants unto each of said attorneys-in-fact full
power and authority to do and perform all and every act necessary, requisite or
proper to be done with respect to the aforesaid reports, forms, schedules or
other documents, including the filing thereof with the Securities and Exchange
Commission, and such stock exchanges or other authority, entity or person as
fully as Principal might or could do, with full power of substitution or
revocation, hereby ratifying and confirming all that Principal's attorneys-in-
fact shall have lawfully done heretofore in connection therewith or hereafter
causes to be done by virtue hereof.
This Limited Power of Attorney shall expire on January 31, 1998, unless
earlier revoked or extended by Principal in writing.
This Limited Power of Attorney shall be governed by and construed in
accordance with the laws of the State of Illinois, United States of America.
IN WITNESS WHEREOF, Principal has executed this Limited Power of Attorney
this 16th day of January, 1997.
/s/ Thomas G. Church
--------------------
Thomas G. Church
Chairman of the Board of
Directors
Subscribed and sworn to before me
this 16th day of January, 1997.
/s/ NINA TAI
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Notary Public
4151435
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Board of Directors Adopted: November 1, 1993
BankAmerica Corporation Last amended: August 1, 1994
GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from)
----------------------------------------------------------
1. Any two BAC officers listed below under the designation "Group 1" (the
"Officers"):
GROUP 1
-------
the Chairman of the Board
the Chief Executive Officer
the President
any Vice Chairman of the Board
any Vice Chairman
the Chief Financial Officer
the Treasurer
any Executive Vice President
any Senior Vice President
any Vice President
the Secretary
2. Any one BAC officer listed above under either the designation GROUP 1
or GROUP 2, or any member of the Legal Department of Bank of America NT&SA
holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as are deemed desirable by such officer or attorney in
connection with BAC's activities or affairs.
4126526.01
<PAGE>
Board of Directors November 4, 1996
Bank of America NT&SA
GENERAL OPERATING RESOLUTION (Excerpts from)
--------------------------------------------
The Board of Directors of Bank of America NT&SA ("BofA") authorizes and
determines as follows:
1. Certain officers of BofA ("Authorized Signers") are authorized to act
on behalf of BofA as set forth in the attached "Signing Authorities Chart."
2. For the purposes of this resolution, "OFFICER" refers to a BofA officer
holding one of the officer titles listed below, and "OFFICER" refers to any BofA
officer. The incumbency of any officer may be certified by the Secretary or any
Assistant Secretary. References in this resolution to the ranking of officer
titles refers to the ranking shown in the following list of Officers:
the Chief Executive Officer ("CEO")
the Chairman of the Board
the President
any Vice Chairman of the Board ("VC of the Bd")
the Chief Operating Officer ("COO")
any Vice Chairman ("VC")
the Chief Financial Officer ("CFO")
any Group Executive Vice President ("GEVP")
any Executive Vice President ("EVP")
any Senior Vice President ("SVP")
the Cashier
the Secretary
the Treasurer
any Managing Director
any Senior Authorized Officer
any Vice President ("VP")
any Assistant Vice President
any Authorized Officer
any Senior Trust Officer
any Trust Officer
any Assistant Secretary
any Assistant Cashier
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VI. REGULATORY MATTERS
Action or Transaction Authorized Signer(s)
Execution of any document or Any one Officer at the
other writings and any level of VP or above,
amendments, withdrawals or or any one attorney in
terminations thereof for the Legal or Tax
submission to or filing with Departments of BofA
any federal, state, local or holding the officer
foreign regulatory authorities. title of Counsel or
above.
4126528
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Limited Power of Attorney
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that BANK OF AMERICA ILLINOIS
("Principal"), an Illinois banking corporation with its registered offices at
231 South LaSalle Street, Chicago, Illinois, by and through its duly elected
officer, Wilma J. Smelcer, Chief Administrative Officer of Principal, does
hereby nominate, constitute and appoint Mary R. Frost and Debra A. Hiton and
each of them, as its true and lawful attorneys-in-fact, for it and in its name,
place and stead, to execute any and all reports, forms, schedules or other
documents required to be executed by Principal pursuant to Section 13 of the
Securities Exchange Act of 1934 as now in effect or hereafter amended and rules
issued thereunder from time to time by the Securities and Exchange Commission.
Principal hereby gives and grants unto each of said attorneys-in-fact
full power and authority to do and perform all and every act necessary,
requisite or proper to be done with respect to the aforesaid reports, forms,
schedules or other documents, including the filing thereof with the Securities
and Exchange Commission, and such stock exchanges or other authority, entity or
person as fully as Principal might or could do, with full power of substitution
or revocation, hereby ratifying and confirming all that Principal's attorneys-
in-fact shall have lawfully done heretofore in connection therewith or hereafter
causes to be done by virtue hereof.
This Limited Power of Attorney shall expire on December 31, 1997,
unless earlier revoked or extended by Principal in writing.
That certain Limited Power of Attorney dated March 29, 1996 with
respect to this same subject is hereby revoked; provided, however, that such
revocation shall not affect any action taken under the March 29, 1996 Limited
Power of Attorney prior to its revocation.
This Limited Power of Attorney shall be governed by and construed in
accordance with the laws of the State of Illinois, United States of America.
IN WITNESS WHEREOF, Principal has executed this Limited Power of
Attorney this 16th day of January, 1997.
/s/ WILMA J. SMELCER
--------------------
Wilma J. Smelcer
Chief Administrative Officer
Subscribed and sworn to before me
this 16th day of January, 1997.
/s/ NINA TAI
- ------------
Notary Public
4151483
