-----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, Gr/0LtqVGIBHBbIkEF3kODYVQ0iYfsmCv/JL/rNFzfwaOSBPa/BX3acCFKKt7bxg 0FXPwkd5NGwWQnU8Xe/tMw== 0000929624-96-000185.txt : 19960903 0000929624-96-000185.hdr.sgml : 19960903 ACCESSION NUMBER: 0000929624-96-000185 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960830 SROS: NASD 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54385 FILM NUMBER: 96624735 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 424B5 1 PRICING SUPPLEMENT #37 Rule 424(b)(5) File No. 33-54385 PRICING SUPPLEMENT NO. 37 DATED AUGUST 29, 1996 (To Prospectus Supplement dated August 22, 1994, including the Prospectus dated August 22, 1994) $25,000,000 BANKAMERICA CORPORATION SENIOR MEDIUM-TERM NOTES, SERIES I --------- Floating Rate Notes [x] % Fixed Rate Notes [_] Book Entry Notes [x] Certificated Notes [_] Original Issue Date: September 4, 1996 Stated Maturity: September 4, 2001 Extended Notice of Maturity Extension Date(s) Date(s) -------- --------- N/A N/A Redemption Redemption Specified Date(s) Price(s) Currency: U.S. Dollars ------- -------- Authorized N/A N/A Denominations (Only applicable if Specified Currency is other than U.S. Dollars): N/A Repayment Repayment Date(s) Price(s) - --------- --------- Interest Payment N/A N/A Period: 3 months Interest Payment Dates: See Exhibit A Total Amount of OID: N/A Yield to Maturity: N/A Initial Accrual Period OID and Designated Method: N/A Only applicable to Floating Rate Notes: - --------------------------------------- Initial Interest Rate: To be calculated as Interest Reset if 9/4/96 were an Period: 3 months Interest Reset Date Interest Reset Dates: See Exhibit B Index Maturity: 3 months Base Rate: Spread (plus or minus): +.13% [_] CD Rate Spread Multiplier: N/A [_] Commercial Paper Rate Maximum Interest Rate: N/A [_] Federal Funds Rate Minimum Interest Rate: N/A [X] LIBOR Designated LIBOR Page (only applicable if Designated LIBOR Page is other than Telerate Screen Page 3750): N/A [_] Treasury Rate [_] CMT Rate Designated CMT Telerate Page: N/A [_] Prime Rate
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Exhibit A Interest Payment Dates*: Exhibit B Interest Reset Dates*: - --------- --------- 3/19/97 3/18/98 3/17/99 3/15/2000 3/21/2001 3/19/97 3/18/98 3/17/99 3/15/2000 3/21/2001 6/18/97 6/17/98 6/16/99 6/21/2000 6/20/2001 6/18/97 6/17/98 6/16/99 6/21/2000 6/20/2001 9/17/97 9/16/98 9/15/99 9/20/2000 9/04/2001 9/17/97 9/16/98 9/15/99 9/20/2000 12/18/96 12/17/97 12/16/98 12/15/99 12/20/2000 12/18/96 12/17/97 12/16/98 12/15/99 12/20/2000
* In each case, subject to adjustment as described in the accompanying Prospectus Supplement in the event any such date is not a Business Day as defined in such Prospectus Supplement. Trade Date: August 29, 1996 Agent's Commission: N/A Name of Agent: BA Securities, Inc. Proceeds to Corporation: $24,989,500 [_] Agent is acting as agent for [X] Agent is purchasing Notes from the sale of Notes by the the Corporation at 99.958% of their Corporation at a price to principal amount as principal for public of: resale to investors and other purchasers at: [_] 100% of the principal amount [_] a fixed initial public offering [_] % of the principal amount price of 100% of the principal. [_] a fixed initial public offering price of % of the principal amount. [X] varying prices relating to prevailing market prices at time of resale to be determined by Agent.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES ----------------------------------------------------- The following supplements the discussion set forth in the Prospectus Supplement under the heading "Certain United States Federal Income Tax Consequences." The Clinton Administration has announced proposals which, if enacted, would affect: (1) Notes that are issued for a maximum term of more than 40 years. (2) Notes that have a maximum term of more than 20 years and are not shown as indebtedness on the separate balance sheet of the Corporation filed with the Securities and Exchange Commission. It is currently uncertain (1) whether the Clinton Administration proposals will be enacted, (2) if enacted, whether the proposals will be enacted in their current form, and (3) if enacted, when the enactment would be effective. On June 11, 1996, the Internal Revenue Service released final Treasury regulations (the "Final Regulations") which relate to variable rate debt instruments and contingent payment debt instruments. The Final Regulations contain amendments to the final Treasury regulations issued on January 27, 1994, and to the proposed regulations issued on December 15, 1994. In general, the Final Regulations are effective for debt instruments issued on or after August 13, 1996. 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: (1) The Final Regulations require that the variable rate debt instruments must not provide for any contingent principal payments. This amendment is effective for debt instruments issued on or after June 14, 1996; (2) The Final Regulations require the introductory language of the third sentence of the fifth paragraph to be changed from "The debt instrument further must provide for stated interest" to "The debt instrument further must not provide for any stated interest other than stated interest ...". This amendment is effective for debt instruments issued on or after June 14, 1996; (3) The Final Regulations require the sixth sentence of the fifth paragraph to be changed from "A qualified floating rate may be multiplied by a fixed, positive multiple not exceeding 1.35, which may be increased or decreased by a fixed rate." to "A qualified floating rate may be multiplied by a fixed, positive multiple that is greater than .65 but not more than 1.35, which may be increased or decreased by a fixed rate." This amendment is effective for debt instruments issued on or after August 13, 1996; (4) The Final Regulations require the phrase "cost of newly borrowed funds" contained in the last sentence of the fifth paragraph to be changed to "qualified floating rate". This amendment is effective for debt instruments issued on or after June 14, 1996; (5) The Final Regulations changed the phrase "less than one year" to "one year or less" with respect to debt instruments providing for interest stated at an initial fixed rate followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period. This amendment is effective for debt instruments issued on or after June 14, 1996; (6) The Final Regulations changed the definition of an "objective rate" to a rate (other than a 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 amendment is effective for debt instruments issued on or after August 13, 1996; and, (7) The Final 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 effective for debt instruments issued on or after June 14, 1996. 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 Final Regulations, which supersede the proposed regulations described in that paragraph. ------------------ PLAN OF DISTRIBUTION -------------------- The following supplements the discussion set forth in the Prospectus Supplement under the heading "Plan of Distribution." Any offer or sale of the Notes will comply with the requirements of Schedule E of the By-Laws of the National Association of Securities Dealers, Inc. (the "NASD") regarding underwriting securities of an affiliate. No NASD member participating in the offering of the Notes will execute a transaction in the Notes in a discretionary account without the prior written specific approval of the member's customer. ----------------- BA SECURITIES, INC. -----END PRIVACY-ENHANCED MESSAGE-----