-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ct5D6jXVb8W8nNOxDU/W3h1DhilCohN7eeDjhXQ9+a6EMfoOvnMYz7QP65TqkSSn BWdYPBbd0wnL9AcDEkT/9A== 0000898430-95-000053.txt : 19950607 0000898430-95-000053.hdr.sgml : 19950607 ACCESSION NUMBER: 0000898430-95-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950123 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950123 SROS: MSE 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: 95502230 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 1/23/95 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 January 23, 1995 - -------------------------------------------------------------------------------- (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) -1- Item 5. Other Events. ------------ Attached hereto is an exhibit which may be used from time to time by the Corporation in connection with offerings under its registration statement on Form S-3 (File No. 33-54385). 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 -------------- ---------------------------------------- 8(a) Raymond W. McKee tax opinion letter 23.4(a) Consent of Raymond W. McKee is contained in his opinion filed as Exhibit 8(a) to this Form 8-K
-2- 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: January 23, 1994 By /s/ JAMES H. WILLIAMS ------------------------ James H. Williams Executive Vice President -3- EXHIBIT INDEX
Exhibit Number Description - --------------- ----------------------------------- 8(a) Raymond W. McKee tax opinion letter 23.4(a) Consent of Raymond W. McKee is contained in his opinion filed as Exhibit 8(a) to this Form 8-K
EX-8.(A) 2 RAYMOND W. MCKEE TAX OPINION LETTER Exhibit 8(a) [BANK OF AMERICA NT&SA LETTERHEAD] January 23, 1995 Board of Directors BankAmerica Corporation Bank of America Center San Francisco, CA 94104 Ladies and Gentlemen: This letter confirms the opinion I have set forth in full under the heading "Certain United States Federal Income Tax Consequences" in the prospectus supplement dated August 22, 1994 (the "Prospectus Supplement"), for BankAmerica Corporation's Medium-Term Notes, Series I, subject to the discussion set forth below. The Prospectus Supplement is supplemental to BankAmerica Corporation's prospectus dated August 22, 1994 (the "Prospectus") included in the registration statement, SEC Registration No. 33-54385 (the "Registration Statement"). On December 15, 1994, the Internal Revenue Service released proposed Treasury regulations (the "Proposed Regulations") which relate to variable rate debt instruments and contingent payment debt instruments. The Proposed Regulations contain proposed amendments to the final Treasury regulations issued on January 27, 1994 relating to variable rate debt instruments. The Proposed Regulations also supersede the proposed Treasury regulations relating to contingent payment debt instruments previously released by the Internal Revenue Service in 1986 and 1991, the latter of which provided rules to bifurcate certain contingent payment debt instruments into their component parts. In general, the Proposed Regulations are proposed to be effective for debt instruments issued on or after the date that is 60 days after final regulations are published. Accordingly, with respect to "qualifying variable rate" debt instruments, the following are the material changes to the discussion in the fifth and sixth paragraphs under the heading "Certain United States Federal Income Tax Consequences -- Original Issue Discount" in the Prospectus Supplement: (1) The Proposed Regulations would change the phrase "less than one year" to "one year or less" with respect to debt instruments providing for interest stated at an initial fixed Board of Directors BankAmerica Corporation January 23, 1995 Page 2 rate followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period. This change is proposed to be effective for debt instruments issued on or after April 4, 1994. (2) The Proposed Regulations would change the definition of an "objective rate" to a rate (other than an qualified floating rate) that is determined using a single fixed formula and that is based on objective financial or economic information. The rate, however, must not be based on information that is within the control of the issuer (or a related party) or that is, in general, unique to the circumstances of the issuer (or a related party), such as dividends, profits, or the value of the issuer's stock. This change is proposed to be effective for debt instruments issued on or after the date that is 60 days after final regulations are published. (3) The Proposed Regulations make it clear with respect to variable rate debt instruments that provide for annual payments of interest at a single variable rate, that the qualified stated interest allocable to an accrual period is increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period. This clarification is proposed to be effective for debt instruments issued on or after April 4, 1994. With respect to variable rate debt instruments that do not bear interest at a "qualifying variable rate," and accordingly will be treated as contingent payment debt instruments, the discussion in the seventh paragraph under the heading "Certain United States Federal Income Tax Consequences -- Original Issue Discount" does not reflect the Proposed Regulations that were released on December 15, 1994, which supersede the proposed regulations described in that paragraph. In the event the Corporation issues contingent payment debt instruments, the Corporation has indicated that the applicable pricing supplement will describe the material federal income tax consequences. In addition, I hereby consent to the use of this letter as an exhibit to the Form 8-K and of my name under the caption "Legal Matters" in the Registration Statement and in the Prospectus and Board of Directors BankAmerica Corporation January 23, 1995 Page 3 under the caption "Certain United States Federal Income Tax Consequences" of the Prospectus Supplement. Very truly yours, /s/ RAYMOND W. MCKEE Raymond W. McKee Senior Vice President and General Tax Counsel -----END PRIVACY-ENHANCED MESSAGE-----