-----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, sVnTPaOvxkeCX8qDGCaltRWTsy1AFPnGMUAggzan5/GFSB39Xp2OVCkMLEduTUDl j3ka72B/5kavhz/qWQ4WZg== 0000898430-95-000933.txt : 19950530 0000898430-95-000933.hdr.sgml : 19950530 ACCESSION NUMBER: 0000898430-95-000933 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950519 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07377 FILM NUMBER: 95540933 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 10-K/A 1 AMENDED FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1994 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] Commission file number: 1-7377. Exact name of registrant as specified in its charter: BANKAMERICA CORPORATION Address and telephone State of incorporation: of principal I.R.S. Employer I.D. No: Delaware. executive offices: 94-1681731. Bank of America Center San Francisco, California 94104 415-622-3530. Securities registered pursuant to Section 12(b) of the Act: New York, Chicago, and Pacific Stock Exchanges: Common Stock, Par Value $1.5625 and Preferred Share Purchase Rights New York Stock Exchange: Cumulative Adjustable Preferred 6 1/2% Cumulative Convertible Depositary Shares Each Representing a Stock, Series A Preferred Stock, Series G One-Twentieth Interest in a Share of: Cumulative Adjustable Preferred 9% Cumulative Preferred Stock, 11% Preferred Stock, Series I Stock, Series B Series H 11% Preferred Stock, Series J Adjustable Rate Preferred Stock, 8 3/8% Cumulative Preferred Stock, 8.16% Cumulative Preferred Stock Series 1 Series K Series L 9 5/8% Cumulative Preferred Stock, Floating Rate Subordinated Capital 7 7/8% Cumulative Preferred Stock, Series F Notes Due August 15, 1996 Series M 8 1/2% Cumulative Preferred Stock, Series N
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____ ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price on the consolidated transaction reporting system on January 31, 1995, was in excess of $15.9 billion. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of January 31, 1995. Common Stock, $1.5625 par value ------371,225,347 shares outstanding on January 31, 1995.* *In addition, 751,967 shares were held in treasury. Documents incorporated by reference and parts of Form 10-K into which incorporated: Portions of the Annual Report to Shareholders for the Year Ended December 31, 1994 Parts I, II, & IV Portions of the Proxy Statement for the May 25, 1995 Annual Meeting of Shareholders Part III
EX-13 2 AMENDED ANNUAL REPORT effect of the parent's 6 1/2% Cumulative Convertible Preferred Stock, Series G (Convertible Preferred Stock) on 1992 fully diluted pro forma combined earnings per common share, the average common shares outstanding assuming full dilution for the fourth quarter of 1992 were adjusted to eliminate 5,482,456 hypothetical shares related to the Convertible Preferred Stock.
Unaudited Pro Forma Combined Summary of Operations (dollar amounts in millions, except per share data) Year Ended December 31, 1992 - ------------------------------------------------------------------------- Summary of Operations Interest income $12,860 Interest expense 5,529 --------- Net interest income 7,331 Provision for credit losses 2,305 --------- Net interest income after provision for credit losses 5,026 Noninterest income 4,082 Noninterest expense 7,558/a/ --------- Income before income taxes 1,550 Provision for income taxes 1,062 --------- Net Income $ 488 Earnings per common and common equivalent share $ 0.88 Earnings per common and common equivalent share -- assuming full dilution 0.88 - -------------------------------------------------------------------------
/a/ Merger-related expenses, as described on page 58, of $449 million have been eliminated from the combined historical results of operations for the year ended December 31, 1992, as these expenses do not represent ongoing expenses of BAC. 4. Completed Acquisitions On February 1, 1993, the parent, through its subsidiary, Bank of America Texas, N.A. (Bank of America Texas), acquired certain branches and assets and assumed certain liabilities of First Gibraltar Bank, FSB, (First Gibraltar) of Irving, Texas. The total purchase price consisted of 2.4 million shares of the parent's common stock, valued at $125 million, and $25 million in cash. The fair values of assets acquired in this transaction included $0.7 billion of consumer loans, $0.2 billion of domestic commercial loans, and $5.9 billion of U.S. government securities and other liquid assets. Bank of America Texas also assumed deposits with a fair value of $7.1 billion. In addition, the parent and the sellers agreed to indemnify each other from losses resulting from certain events subsequent to the closing date. There were no other significant acquisitions during 1994 or 1993 except for Continental, which is described in Note 2 of the Notes to Consolidated Financial Statements. 5. Supplemental Disclosure of Cash Flow Information During the years ended December 31, 1994, 1993, and 1992, BAC made interest payments on deposits and other interest-bearing liabilities of $4,422 million, $4,185 million, and $5,132 million, respectively, and made net income tax payments of $785 million, $156 million, and $631 million, respectively. During the years ended December 31, 1993 and 1992, BAC securitized residential first mortgages of $132 million and $364 million, respectively, and reclassified them to available-for-sale securities. No residential first mortgages were securitized during the year ended December 31, 1994. Foreclosures totaled $493 million, $752 million, and $558 million for the years ended December 31, 1994, 1993, and 1992, respectively. Loans made to facilitate the sale of OREO totaled $29 million, $27 million, and $67 million during the years ended December 31, 1994, 1993, and 1992, respectively. During the year ended December 31, 1993, $310 million of restructuring-country-related assets, primarily loans, were transferred to other assets. During the first quarter of 1993, management determined that certain subsidiaries that were held for disposition as of year-end 1992, including Bank of America (Asia) Limited, formerly Security Pacific Asia Bank, Ltd., a former subsidiary of SPC, would not be sold. Accordingly, assets and liabilities of these subsidiaries that were previously recorded in other assets, including $329 million of available-for-sale securities, $1,950 million of loans, and $1,249 million of deposits, were consolidated in BAC's financial statements effective January 1, 1993. 6. Restrictions on Cash and Due from Banks BAC's banking subsidiaries are required to maintain reserves with the Federal Reserve Bank. Reserve requirements are based on a percentage of deposit liabilities. The average reserves required for 1994 and 1993 were $4,204 million and $3,950 million, respectively. 59 -----END PRIVACY-ENHANCED MESSAGE-----