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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Precision Standard, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
740327101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing 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 of five percent or less of such class.)
(See Rule 13d-7).
*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).
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CUSIP NO. 740327101 13G
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
- ------------------------------------------------------------------------------
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
4,215,753
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
4,215,753
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,215,753
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
25.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2
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CUSIP NO. 740327101 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
- ------------------------------------------------------------------------------
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
4,215,753
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
4,215,753
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,215,753
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
25.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
BK
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3
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Item 1 (a) Name of Issuer: Precision Standard, Inc.
(b) Address of Issuer's 1225 17/th/ Street, Suite 1800
Principal Executive Denver, CO 80202
Offices:
Item 2 (a) Names of Person Filing: BankAmerica Corporation
("BAC")
Bank of America NT&SA
("BANTSA")
(b) Address of Principal (For BAC and BANTSA)
Business Offices: 555 California Street
San Francisco, CA 94104
(c) Citizenship: BAC is organized under the laws of
Delaware. BANTSA is a national banking
association organized under the laws
of the United States.
(d) Title of Class of Common Stock
Securities:
(e) CUSIP Number: 740327101
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)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with (S)240.13d-
1(b)(ii)(G) (Note: See Item 7)
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(h) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Item 4 Ownership*
(a) Amount Beneficially Owned:
BAC 4,215,753
BANTSA 4,215,753
(b) Percent of Class:
BAC 25.1%
________
* 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.
BankAmerica Corporation is the parent of the Bank. The Bank acquired the
warrant in connection with certain loan facilities extended by the Bank to the
issuer in 1988. The warrant, as amended as of December 31, 1996, permits the
Bank to purchase from the issuer 4,215,753 shares of the issuer's Common Stock
at an aggregate purchase price of $0.237205492 per share, subject to certain
adjustments for changes in the Company's Common Stock and for dilutive
issuances dating back to 1988. The issuer is required to repurchase the
Warrant over a period of six quarters beginning August 31, 1997 with cash or
by the issuance of Common Stock with a value equal to the redemption price.
The redemption price for three-eighths of the total Shares which was due on
August 31, 1997, and all future installments is the higher of (i) $1.1135 per
Share, such amount being equal to the difference between the exercise price
and the average market price of the Common Stock for the 30 trading days
following the date which was 15 trading days prior to the date the issuer
filed its financial results for the third quarter of 1996 and the exercise
price, or (ii) the difference between the exercise price and the average
market price of the Common Stock for the 25 trading days preceding the date
which is five trading days prior to the date on which the redemption is
actually paid. In addition, interest accrues on the unpaid installments in the
form of cash and shares of Common Stock. The amount of interest is equal to
the sum of (i) $75,000 in cash (or the number of shares which is the result of
dividing $75,000 by the average market price of the Common Stock for the 25
trading days immediately preceding the date which is five trading days prior
to August 31, 1997, or $1.4537 per share), payable immediately, plus (ii)
.0004 of a share of Common Stock per unredeemed Warrant share per day from the
respective installment date until the redemption is made. Such interest is
paid quarterly 10 days after the last day of each calendar quarter. Such
interest may be paid in the form of Common Stock only if such stock is then
registered and freely tradable; otherwise, the cash equivalent must be paid,
calculated as the market value of the stock as of the last day of the calendar
quarter. The first installment of shares in the redemption procedure was not
received by the Bank until January 2, 1998, since the issuer was waiting for
its registration statement on Form S-3 (Reg. No. 333-33933) to be declared
effective by the staff so that it could deliver unrestricted shares.
Page 5
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BANTSA 25.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
BAC 0
BANTSA 0
(ii) shared power to vote or direct the vote:
BAC 4,215,753
BANTSA 4,215,753
(iii) sole power to dispose or direct the
disposition of:
BAC 0
BANTSA 0
(iv) shared power to dispose or direct the
disposition of:
BAC 4,215,753
BANTSA 4,215,753
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.
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See Item 2. BAC is a registered bank holding company. BANTSA is a
bank as defined in Section 3(a)(6) of the Act, and is a wholly-
owned subsidiary of BAC.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
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.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 9, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact (signing resolutions and powers of attorney
are incorporated by reference to Schedule 13G Amendment #2 relating to
Anaren Mircrowave, Inc.)
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EXHIBIT A
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JOINT FILING AGREEMENT
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The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(f)(1). 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.
Date: February 9, 1998
BANKAMERICA CORPORATION*
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION*
*By: /s/ VENRICE R. PALMER
Venrice R. Palmer
Senior Counsel of
Bank of America National Trust and Savings Association
and Authorized Attorney-in-Fact (signing resolutions and powers of
attorney are incorporated by reference to Schedule 13G Amendment #2
relating to Anaren Mircrowave, Inc.)
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