SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A-3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 10, 1998
---------------------------------
(Date of earliest event reported)
BankAmerica Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7377 94-1681731
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
Bank of America Center
555 California Street
San Francisco, California 94104
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
415-622-3530
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
As previously reported, BankAmerica Corporation ("BAC") and NationsBank
Corporation ("NationsBank") entered into an Agreement and Plan of Reorganization
on April 10, 1998. The Current Report on Form 8-K dated April 10, 1998 and filed
with the Securities and Exchange Commission (the "SEC") on April 17, 1998, as
amended by the Current Report on Form 8-K/A-1 dated April 10, 1998 and filed
with the SEC on May 14, 1998, and by the Current Report on Form 8-K/A-2 dated
April 10, 1998 and filed with the SEC on May 20, 1998, is amended to restate
Item 7 in its entirety as follows:
Item 7. Financial Statements, Pro Forma
-------------------------------
Financial Information and Exhibits.
----------------------------------
(a) Financial Statements of Businesses Acquired.
(i) Portions of NationsBank's Annual Report on Form 10-K for the year
ended December 31, 1997 previously filed with the SEC are hereby incorporated by
reference in this Current Report at Exhibit 99.a.i. The following audited
consolidated financial statements and accompanying notes of NationsBank and its
subsidiaries are incorporated:
(1) Consolidated Balance Sheet at December 31, 1997 and 1996.
(2) Consolidated Statement of Income for each of the Three
Years Ended December 31, 1997.
(3) Consolidated Statement of Cash Flows for each of the Three
Years Ended December 31, 1997.
(4) Consolidated Statement of Changes in Shareholders' Equity
for each of the Three Years Ended December 31, 1997.
(5) Notes to Consolidated Financial Statements.
These consolidated financial statements and accompanying notes have been
included herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, which is also filed as part of Exhibit 99.a.i, given on
the authority of said firm as experts in accounting and auditing. The consent of
PricewaterhouseCoopers LLP is filed herewith as Exhibit 99.c.
(ii) Portions of NationsBank's Current Report on Form 8-K dated January
9, 1998 and previously filed with the SEC on April 16, 1998 are hereby
incorporated by reference in this Current Report at Exhibit 99.a.ii. The
following audited consolidated financial statements and accompanying notes of
NationsBank and its subsidiaries, restated to reflect NationsBank's merger with
Barnett Banks, Inc., which was completed on January 9, 1998, are incorporated:
(1) Consolidated Balance Sheet as of December 31, 1997 and 1996.
(2) Consolidated Statement of Income for each of the Three Years
Ended December 31, 1997.
(3) Consolidated Statement of Cash Flows for each of the Three Years
Ended December 31, 1997.
(4) Consolidated Statement of Changes in Shareholders' Equity for
each of the Three Years Ended December 31, 1997.
(5) Notes to Consolidated Financial Statements.
These consolidated financial statements and accompanying notes have been
included herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, which is also filed as part of Exhibit 99.a.ii, given
on the authority of said firm as experts in accounting and auditing. The consent
of PricewaterhouseCoopers LLP is filed herewith as Exhibit 99.c.
(iii) Portions of NationsBank's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998 and previously filed with the SEC on
May 15, 1998, are hereby incorporated by reference in this Current Report at
Exhibit 99.a.iii. The following unaudited consolidated financial statements and
accompanying notes of NationsBank and its subsidiaries are incorporated:
(1) Consolidated Balance Sheet on March 31, 1998 and December 31,
1997.
(2) Consolidated Statement of Income for the Three Months Ended
March 31, 1998 and 1997.
(3) Consolidated Statement of Cash Flows for the Three Months Ended
March 31, 1998 and 1997.
(4) Consolidated Statement of Changes in Shareholders' Equity for
the Three Months Ended March 31, 1998 and 1997.
(5) Notes to Consolidated Financial Statements.
(iv) Portions of NationsBank's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998 and previously filed with the SEC on
August 14, 1998, are hereby incorporated by reference in this Current Report at
Exhibit 99.a.iv. The following unaudited consolidated financial statements and
accompanying notes of NationsBank and its subsidiaries are incorporated:
(1) Consolidated Balance Sheet on June 30, 1998 and December 31,
1997.
(2) Consolidated Statement of Income for the Three and Six Months
Ended June 30, 1998 and 1997.
(3) Consolidated Statement of Cash Flows for the Six Months Ended
June 30, 1998 and 1997.
(4) Consolidated Statement of Changes in Shareholders' Equity for
the Six Months Ended June 30, 1998 and 1997.
(5) Notes to Consolidated Financial Statements.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Financial Information set forth in
Item 7(b) of NationsBank's Amendment to Current Report on Form 8-K/A-3 dated
April 10, 1998 and previously filed with the SEC on August 17, 1998, is hereby
incorporated by reference in this Current Report at Exhibit 99.b.
All information relating to NationsBank and its subsidiaries has been
supplied by NationsBank, and BAC does not warrant the accuracy or completeness
of such information.
(c) Exhibits.
The following exhibits are filed herewith, except for Exhibits 99.a.i,
99.a.ii, 99.a.iii, 99.a.iv and 99.b, which are incorporated by reference from
NationsBank's filings as indicated.
<PAGE>
Exhibit Description
- ------- -----------
99.a.i. The following audited financial statements of NationsBank and its
subsidiaries and accompanying notes and Report of Independent
Accountants are incorporated by reference from NationsBank's
Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 1-6523): Consolidated Balance Sheet at December 31, 1997
and 1996; Consolidated Statement of Income for each of the Three
Years Ended December 31, 1997; Consolidated Statement of Cash
Flows for each of the Three Years Ended December 31, 1997;
Consolidated Statement of Changes in Shareholders' Equity for
each of the Three Years Ended December 31, 1997; Notes to
Consolidated Financial Statements; and Report of Independent
Accountants. (Portions of the NationsBank Form 10-K not
specifically incorporated by reference are not required for this
Current Report and are not incorporated by reference herein).
99.a.ii. The following audited financial statements of NationsBank and its
subsidiaries and accompanying notes and Report of Independent
Accountants are incorporated by reference from NationsBank's
Current Report on Form 8-K dated January 9, 1998 and previously
filed with the SEC on April 16, 1998 (File No. 1-6523): Consoli-
dated Balance Sheet as of December 31, 1997 and 1996; Consolidated
Statement of Income for each of the Three Years Ended December 31,
1997; Consolidated Statement of Cash Flows for each of the Three
Years Ended December 31, 1997; Consolidated Statement of Changes
in Shareholders' Equity for each of the Three Years Ended December
31, 1997; Notes to Consolidated Financial Statements; and
Report of Independent Accountants. (Portions of the NationsBank
Form 8-K not specifically incorporated by reference are not
required for this Current Report and are not incorporated by
reference herein).
99.a.iii. The following unaudited financial statements of NationsBank and its
subsidiaries and accompanying notes are incorporated by reference
from NationsBank's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998 and previously filed with the SEC on
May 15, 1998 (File No. 1-6523): Consolidated Balance Sheet on
March 31, 1998 and December 31, 1997; Consolidated Statement of
Income for the Three Months Ended March 31, 1998 and 1997;
Consolidated Statement of Cash Flows for the Three Months Ended
March 31, 1998 and 1997; Consolidated Statement of Changes in
Shareholders' Equity for the Three Months Ended March 31, 1998 and
1997; and Notes to Consolidated Financial Statements. (Portions of
the NationsBank Form 10-Q not specifically incorporated by
reference are not required for this Current Report and are not
incorporated by reference herein).
99.a.iv. The following unaudited financial statements of NationsBank and its
subsidiaries and accompanying notes are incorporated by reference
from NationsBank's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998 and previously filed with the SEC on
August 14, 1998 (File No. 1-6523): Consolidated Balance Sheet on
June 30, 1998 and December 31, 1997; Consolidated Statement of
Income for the Three and Six Months Ended June 30, 1998 and 1997;
Consolidated Statement of Cash Flows for the Six Months Ended June
30, 1998 and 1997; Consolidated Statement of Changes in
Shareholders' Equity for the Six Months Ended June 30, 1998 and
1997; and Notes to Consolidated Financial Statements. (Portions of
the NationsBank Form 10-Q not specifically incorporated by
reference are not required for this Current Report and are not
incorporated by reference herein).
99.b The Unaudited Pro Forma Condensed Financial Information set forth
in Item 7(b) of NationsBank's Current Report on Form 8-K/A-3 dated
April 10, 1998 and previously filed with the SEC on August 17,
1998, is hereby incorporated by reference to such NationsBank Form
8-K/A-3 (File No. 1-6523). (Portions of NationsBank's Form 8-K/A-3
not specifically incorporated by reference are not required for
this Current Report and are not incorporated by reference herein).
99.c Consent of PricewaterhouseCoopers LLP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANKAMERICA CORPORATION
-----------------------
(Registrant)
Date: August 17, 1998
By: /s/ JOHN J. HIGGINS
--------------------------
John J. Higgins
Executive Vice President
and Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.a.i. The following audited financial statements of NationsBank and its
subsidiaries and accompanying notes and Report of Independent
Accountants are incorporated by reference from NationsBank's
Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 1-6523): Consolidated Balance Sheet at December 31, 1997
and 1996; Consolidated Statement of Income for each of the Three
Years Ended December 31, 1997; Consolidated Statement of Cash
Flows for each of the Three Years Ended December 31, 1997;
Consolidated Statement of Changes in Shareholders' Equity for
each of the Three Years Ended December 31, 1997; Notes to
Consolidated Financial Statements; and Report of Independent
Accountants. (Portions of the NationsBank Form 10-K not
specifically incorporated by reference are not required for this
Current Report and are not incorporated by reference herein).
99.a.ii. The following audited financial statements of NationsBank and its
subsidiaries and accompanying notes and Report of Independent
Accountants are incorporated by reference from NationsBank's
Current Report on Form 8-K dated January 9, 1998 and previously
filed with the SEC on April 16, 1998 (File No. 1-6523): Consoli-
dated Balance Sheet as of December 31, 1997 and 1996; Consolidated
Statement of Income for each of the Three Years Ended December 31,
1997; Consolidated Statement of Cash Flows for each of the Three
Years Ended December 31, 1997; Consolidated Statement of Changes
in Shareholders' Equity for each of the Three Years Ended December
31, 1997; Notes to Consolidated Financial Statements; and
Report of Independent Accountants. (Portions of the NationsBank
Form 8-K not specifically incorporated by reference are not
required for this Current Report and are not incorporated by
reference herein).
99.a.iii. The following unaudited financial statements of NationsBank and its
subsidiaries and accompanying notes are incorporated by reference
from NationsBank's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998 and previously filed with the SEC on
May 15, 1998 (File No. 1-6523): Consolidated Balance Sheet on
March 31, 1998 and December 31, 1997; Consolidated Statement of
Income for the Three Months Ended March 31, 1998 and 1997;
Consolidated Statement of Cash Flows for the Three Months Ended
March 31, 1998 and 1997; Consolidated Statement of Changes in
Shareholders' Equity for the Three Months Ended March 31, 1998 and
1997; and Notes to Consolidated Financial Statements. (Portions of
the NationsBank Form 10-Q not specifically incorporated by
reference are not required for this Current Report and are not
incorporated by reference herein).
99.a.iv. The following unaudited financial statements of NationsBank and its
subsidiaries and accompanying notes are incorporated by reference
from NationsBank's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998 and previously filed with the SEC on
August 14, 1998 (File No. 1-6523): Consolidated Balance Sheet on
June 30, 1998 and December 31, 1997; Consolidated Statement of
Income for the Three and Six Months Ended June 30, 1998 and 1997;
Consolidated Statement of Cash Flows for the Six Months Ended June
30, 1998 and 1997; Consolidated Statement of Changes in
Shareholders' Equity for the Six Months Ended June 30, 1998 and
1997; and Notes to Consolidated Financial Statements. (Portions of
the NationsBank Form 10-Q not specifically incorporated by
reference are not required for this Current Report and are not
incorporated by reference herein).
99.b The Unaudited Pro Forma Condensed Financial Information set forth
in Item 7(b) of NationsBank's Current Report on Form 8-K/A-3 dated
April 10, 1998 and previously filed with the SEC on August 17,
1998, is hereby incorporated by reference to such NationsBank Form
8-K/A-3 (File No. 1-6523). (Portions of NationsBank's Form 8-K/A-3
not specifically incorporated by reference are not required for
this Current Report and are not incorporated by reference herein).
99.c Consent of PricewaterhouseCoopers LLP.
We hereby consent to the incorporation by reference in BankAmerica
Corporation's Current Report on Form 8-K/A-3 dated April 10, 1998 of (i) our
report dated January 9, 1998, which is included on page 46 of NationsBank
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997,
and which relates to the consolidated financial statements of NationsBank
Corporation included in such Form 10-K that are incorporated by reference in
BankAmerica Corporation's Current Report on Form 8-K/A-3 and (ii) our report
dated April 13, 1998, which is included on page 75 of NationsBank Corporation's
Current Report on Form 8-K dated January 9, 1998 and filed with the Securities
and Exchange Commission on April 16, 1998, and which relates to the consolidated
financial statements of NationsBank Corporation included in such Form 8-K that
are incorporated in BankAmerica Corporation's Current Report on Form 8-K/A-3,
and to the incorporation by reference of each such report in BankAmerica
Corporation's Registration Statement numbers 333-27817 on Form S-8 filed May 27,
1997; 333-40643 on Form S-8 filed November 20, 1997; 333-16477 on Form S-8 filed
November 20, 1996; 333-16131 on Form S-8 filed November 13, 1996; 333-15559 on
Form S-3 filed November 5, 1996, as amended by Pre-Effective Amendment No. 1
filed December 4, 1996; 333-09575 on Form S-8 filed on August 5, 1996; 33-55225
on Form S-8 filed August 25, 1994; 33-54385 on Form S-3 filed June 30, 1994, as
amended by Pre-Effective Amendment No. 1 filed August 17, 1994; 33-61483 on Form
S-8 filed August 1, 1995; 33-53919 on Form S-8 filed June 1, 1994; 33-60648 on
Form S-8 filed April 2, 1993; 33-51064 on Form S-3 filed August 20, 1992, as
amended by Pre-Effective Amendment No. 1 filed October 23, 1992 (to which the
prospectus in 33-54385 also applies); 33-50124 on Form S-8 filed July 29, 1992;
33-65326 on Form S-8 filed July 1, 1993; 333-32769 on Form S-8 filed August 4,
1997; 333-27965 on Form S-8 filed May 29, 1997; 33-43862 on Form S-3 filed
November 12, 1991, as amended by Pre-Effective Amendment No. 1 filed January 17,
1992 (to which the prospectus in 33-54385 also applies); 33-36718 on Form S-3
filed September 7, 1990, as amended by Pre-Effective Amendment No. 1 filed
November 28, 1990 (to which the prospectus in 33-54385 also applies); 33-26755
on Form S-3 filed January 27, 1989, as amended by Pre-Effective Amendment No. 1
filed February 16, 1989 and Post-Effective Amendment No. 1 filed November 3,
1992; 33-23192 on Form S-3 filed July 21, 1988, as amended by Pre-Effective
Amendment No. 1 filed September 13, 1988 (to which the prospectus in 33-54385
also applies); 2-93664 on Form S-3 filed on October 9, 1984, as amended by
Amendment No. 1 filed November 23, 1984; 33-28252 on Form S-8 filed April 19,
1989, as amended by Post-Effective Amendment No. 1 filed August 15, 1989 and
Post-Effective Amendment No. 2 filed on February 22, 1990; 33-13368 on Form S-8
(to which the prospectus in 33-28252 also applies); 33-29646 on Form S-8 filed
June 30, 1989, as amended by Post-Effective Amendment No. 1 filed August 3,
1990; and 2-82873, 2-71577, 2-64201, 2-58595, 2-57423, 2-53068, 2-47747, 2-32651
and 33-14135 on Form S-8 (to all of which the prospectus in 33-29646 also
applies), and in their related prospectuses. We also consent to the references
to us under Item 7 in such Current Report on Form 8-K/A-3.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
August 17, 1998
