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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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240.13d-102
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO (S)240.13D-
1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO (S)240.13D-2
(Amendment No. )*
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Payless Cashways, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
704378405
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(CUSIP Number)
January 22, 1998
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Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-(c)
[ ] Rule 13d-1(d)
*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. 704378405 13G
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
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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
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
- -------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,016,830
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,016,830
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,016,830
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.1%
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TYPE OF REPORTING PERSON*
12 HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 704378405 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
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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
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,016,830
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,016,830
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,016,830
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 5.1%
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TYPE OF REPORTING PERSON*
12 BK
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1 (a) Name of Issuer: Payless Cashways, Inc.
(b) Address of Issuer's Two Pershing Square
Principal Executive 2300 Main, P.O. Box 419466
Offices: Kansas City, Missouri 64141-0466
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: 704378405
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) [X] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c)
(c) [_] Insurance Company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c)
(d) [_] Investment Company registered under Section 8 of the
Investment Company Act (15 U.S.C. 80a-8)
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(e) [_] An investment adviser in accordance with (S)240.13d-
1(b)(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance
with (S)240.13d-1(b)(1)(ii)(F)
(g) [X] A parent holding company or control person in accordance
with (S)240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to (S)240.13d-1c), check this box. [_]
Item 4 Ownership*
(a) Amount Beneficially Owned:
BAC 1,016,830
BANTSA 1,016,830
(b) Percent of Class:
BAC 5.1%
BANTSA 5.1%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
BAC 0
BANTSA 0
(ii) shared power to vote or to direct
the vote:
BAC 1,016,830
BANTSA 1,016,830
________
* 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.
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(iii) sole power to dispose or to direct the
disposition of:
BAC 0
BANTSA 0
(iv) shared power to dispose or to direct
the disposition of:
BAC 1,016,830
BANTSA 1,016,830
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 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 and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose 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: April 2, 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: April 2, 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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