-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q/bB8NJLYMPJY/kWRp5QkAvAEFtq9AHKbaLqsa2yS9ul9ok30et65cfx9RK7Uqol LafNGqnzDmcD9moTjBfE2w== 0000929624-98-000706.txt : 19980403 0000929624-98-000706.hdr.sgml : 19980403 ACCESSION NUMBER: 0000929624-98-000706 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980402 SROS: NYSE GROUP MEMBERS: BANK OF AMERICA NT&SA GROUP MEMBERS: BANKAMERICA CORP GROUP MEMBERS: BANKAMERICA CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAYLESS CASHWAYS INC CENTRAL INDEX KEY: 0000076744 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 420945849 STATE OF INCORPORATION: IA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-02839 FILM NUMBER: 98586370 BUSINESS ADDRESS: STREET 1: TWO PERSHING SQ 2300 MAIN ST STREET 2: P O BOX 419466 CITY: KANSAS CITY STATE: MO ZIP: 64141 BUSINESS PHONE: 8162346000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CTR STREET 2: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G 1 SCHEDULE 13-G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ 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. )* ----- Payless Cashways, Inc. ------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------- (Title of Class of Securities) 704378405 ------------------ (CUSIP Number) January 22, 1998 ----------------------------------------------------------- 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). - ------------------------ CUSIP NO. 704378405 13G - ------------------------ - ------------------------------------------------------------------------------- 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 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% - ------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 12 HC - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 - ------------------------ CUSIP NO. 704378405 13G - ------------------------ - ------------------------------------------------------------------------------- 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 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% - ------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 12 BK - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 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) Page 4 (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. Page 5 (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. Page 6 SIGNATURE - --------- 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.) Page 7 EXHIBIT A --------- JOINT FILING AGREEMENT ---------------------- 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.) Page 8 -----END PRIVACY-ENHANCED MESSAGE-----