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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Youth Services International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
987816105
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(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).
4151473 Page 1
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CUSIP NO. 987816105 13G
- -----------------------
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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
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SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
453,200
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
461,250
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
461,250
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.03%
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TYPE OF REPORTING PERSON*
12
HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
4151473 Page 2
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CUSIP NO. 987816105 13G
- -----------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America NT&SA
94-1678665
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF 161,150
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
292,050
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 139,900
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
321,350
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
461,250
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.03%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
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*SEE INSTRUCTION BEFORE FILLING OUT!
4151473 Page 3
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CUSIP NO. 987816105 13G
- -----------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BofA Capital Management, Inc.
95-4262782
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 292,050
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 293,450
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
293,450
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
3.2%
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TYPE OF REPORTING PERSON*
12
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
4151473 Page 4
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SCHEDULE 13G
Item 1(a) Name of Issuer: Youth Services
International Inc.
(b) Address of Issuer's
Principal Executive Offices: 2 Park Center Court
Suite 200
Owings Mills, MD 21117
Item 2(a) Names of Person Filing: BankAmerica Corporation
("BAC")
Bank of America NT&SA
("BANTSA")
BofA Capital Management,
Inc. ("BCM")
(b) Address of Principal
Business Offices: (For BAC and BANTSA)
555 California Street
San Francisco, CA 94104
(For BCM)
300 South Grand Avenue
Suite 2500
Los Angeles, CA 90071
(c) Citizenship: BAC is organized under the laws of
Delaware. BANTSA is a national
banking association organized under
the laws of the United States. BCM
is organized under the laws of
Delaware.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 987816105
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) [X] 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)(1)(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)
4151473 Page 5
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Item 4 Ownership
(a) Amount Beneficially Owned:*
BAC 461,250
BANTSA** 461,250
BCM 293,450
(b) Percent of Class:*
BAC 5.03%
BANTSA** 5.03%
BCM 3.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:*
BAC 0
BANTSA 161,150
BCM 292,050
(ii) shared power to vote or direct the vote:*
BAC 453,200
BANTSA 292,050
BCM 0
(iii) sole power to dispose or direct the
disposition of:*
BAC 0
BANTSA 139,900
BCM 293,450
(iv) shared power to dispose or direct the
disposition of:*
BAC 461,250
BANTSA 321,350
BCM 0
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.
*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 1,550 and 0% by Bank of America NW, NA and 459,700
and 5% by BANTSA. Bank of America NW, NA merged into BANTSA on January 1, 1997.
4151473 Page 6
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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 is a bank as defined in section
3(a)(6) of the Act. BCM is an investment adviser
registered under the Investment Advisers Act of
1940. BANTSA is a wholly-owned subsidiary of BAC
and BCM is a wholly-owned subsidiary of BANTSA.
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.
4151473 Page 7
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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
4151473 Page 8
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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 BOFA CAPITAL MANAGEMENT, INC.
By: /s/ JUDITH RIDDER
-----------------
Judith Ridder
Its: Vice President
*On January 1, 1997 Bank of America NW, NA was merged into Bank of America NT&SA
and no longer exists.
4151473 Page 9
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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)
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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
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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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Board of Directors March 16, 1990
BofA CAPITAL MANAGEMENT, INC.
(formerly, InterCash Capital Advisors, Inc.)
RESOLVED, that instruments, documents or agreements relating to or
affecting the property or business and affairs of this Corporation may be
executed in its name, with or without its corporate seal, by any of the
following: the Chairman of the Board, Vice Chairman of the Board, President or
any Vice President (including any Executive, Senior or First Vice President).
4126525
