BANKAMERICA CORP
8-K, 1998-09-25
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549



                                   FORM 8-K




                                CURRENT REPORT



                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                              September 24, 1998
               ________________________________________________
               Date of report (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>
 
Item 5.  Other Events.

         Attached  hereto  as  Exhibit  99  is a  copy  of  BankAmerica
Corporation's  press release dated September 24, 1998 titled  "BankAmerica  
Shareholders Approve Merger with NationsBank."

Item 7.  Financial Statements, Pro Forma
         Financial Information and Exhibits.
             
         (c) Exhibits


Exhibit
Number     Description
- - -------    -----------
  99       BankAmerica Corporation press release dated September 24, 1998 titled
           "BankAmerica Shareholders Approve Merger with NationsBank."
<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: September 25, 1998
                                        By: /s/ John J. Higgins
                                            ----------------------------
                                            John J. Higgins
                                            Executive Vice President
                                            and Chief Accounting Officer
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit
Number     Description
- - -------    -----------
  99       BankAmerica Corporation press release dated September 24, 1998 titled
           "BankAmerica Shareholders Approve Merger with NationsBank."



<PAGE>

                                                                      EXHIBIT 99
 
(BW) (BANK-OF-AMERICA) (BAC) BANKAMERICA SHAREHOLDERS APPROVE MERGER WITH 
NATIONSBANK

Business and Banking Editors

     SAN FRANCISCO - (BUSINESS WIRE) - Sept. 24, 1998 - Shareholders of 
BankAmerica Corporation today approved the proposed merger with NationsBank 
Corporation. Approximately 97 percent of the BankAmerica shares voted were voted
"for" the merger.

     NationsBank shareholders also approved the merger during a special meeting 
of shareholders held simultaneously today in Charlotte, N.C.

     "I am very pleased that the shareholders of BankAmerica Corporation 
overwhelmingly approved this merger," said David A. Coulter, chairman and chief 
executive officer of BankAmerica Corporation. "BankAmerica and NationsBank will 
be positioned more strongly as a combined company than either of us are 
separately. This is even more true in today's volatile market," said Coulter. 
"What are strong, separate franchises will be an even stronger, more diversified
company."

     Coulter will be president of the new company.

     With the approvals given today by shareholders of both companies, the 
merger is expected to be completed Sept. 30, 1998, with the first day of 
operations for the new company occurring Oct. 1, 1998.

     CONTACT: BankAmerica Corporation, San Francisco
              Jeff Hershberger, 415/622-0870
              Harvey Radin, 415/622-6320
              John Keane, 415/622-2773

KEYWORD: CALIFORNIA NORTH CAROLINA
INDUSTRY KEYWORD: BANKING MERGERS/ACQ



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