-----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, Gbo9KVS6r/SCG/GGpXZPe3uubhQawp1vQK0Yyp602tmvYjbAlLBUk4jbeBQ822gg PK9VVxg6lY352gQ0iwzwDA== 0000009672-96-000051.txt : 19961220 0000009672-96-000051.hdr.sgml : 19961220 ACCESSION NUMBER: 0000009672-96-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961219 SROS: CSX SROS: NYSE SROS: PSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07377 FILM NUMBER: 96683347 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 8-K 1 FORM 8-K DATED DECEMBER 19, 1996 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 December 19, 1996 -------------------------------------- (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) 4127192 Item 5. Other Events. Attached hereto as Exhibit 99 is a copy of BankAmerica Corporation's press release dated December 19, 1996 titled "BA Merchant Services, Inc. Announces Public Offering of 14 Million hares of Class A Common Stock; BankAmerica Corporation Expects $145 Million Fourth-Quarter After-Tax Gain." Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits Exhibit Number Description - ------ ----------- 99 BankAmerica Corporation press release dated December 19, 1996 titled "BA Merchant Services, Inc. Announces Public Offering of 14 Million Shares of Class A Common Stock; BankAmerica Corporation Expects $145 Million Fourth-Quarter After-Tax Gain." 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: December 19, 1996 By /s/JOHN J. HIGGINS --------------------------- John J. Higgins Executive Vice President and Chief Accounting Officer 4127192 3 EX-99 2 BANKAMERICA CORPORATION PRESS RELEASE EXHIBIT INDEX Exhibit Number Description - ------- ------------ 99 BankAmerica Corporation press release dated December 19, 1996 titled "BA Merchant Services, Inc. Announces Public Offering of 14 Million Shares of Class A Common Stock; BankAmerica Corporation Expects $145 Million Fourth-Quarter After-Tax Gain." 4127192 Exhibit 99 [BANKAMERICA CORPORATION LOGO APPEARS HERE] NEWS For Release: Contact: John Keane (415)622-2773 Peter Magnani (415) 953-2418 BA MERCHANT SERVICES, INC. ANNOUNCES PUBLIC OFFERING OF 14 MILLION SHARES OF CLASS A COMMON STOCK; BANKAMERICA CORPORATION EXPECTS $145 MILLION FOURTH-QUARTER AFTER-TAX GAIN SAN FRANCISCO, December 19, 1996 -- BA Merchant Services, Inc., a subsidiary of BankAmerica Corporation, today announced the public offering of 14,000,000 shares of Class A Common Stock, par value $.01 per share, at $15.50 per share through an underwritten public offering. The stock will trade on the New York Stock Exchange under the trading symbol "BPI." 11,200,000 of the shares are being offered in the United States and 2,800,000 shares are being offered in a concurrent international offering outside the United States. The offering in the United States is co-managed by Goldman, Sachs & Co., Montgomery Securities and Salomon Brothers Inc. The international offering is co-managed by Goldman Sachs International, Montgomery Securities and Salomon Brothers International Limited. BA Merchant Services, Inc. has granted the U.S. underwriters an option to purchase up to an additional 1,680,000 shares to cover over-allotments, if any. An over-allotment option with respect to an additional 420,000 shares has also been granted to the international underwriters. BA Merchant Services, Inc. provides an array of payment processing and related information products and services to merchants who accept credit, charge and debit cards as payment for goods and services throughout the United States. BankAmerica Corporation, indirectly through certain of its subsidiaries, owns 100 percent of the Class B Common Stock of BA Merchant Services, which represents approximately 68 percent of BA Merchant Services' outstanding common stock, or approximately 65 percent if the underwriters exercise their over-allotment options in full. Upon completion of the public offering, assuming exercise of the over-allotment options, BankAmerica Corporation said it expects to recognize an after-tax gain of approximately $145 million in the fourth quarter of 1996. ### The securities sold in the offering will be offered only by means of a prospectus, a copy of which can be obtained from the offices of Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004; Montgomery Securities, 600 Montgomery Street, San Francisco, CA 94111; or Salomon Brothers Inc, Seven World Trade Center, New York, NY 10048. -----END PRIVACY-ENHANCED MESSAGE-----