-----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, RtY7by0DQbHioMfZMwEVbCWPyRGWEkc0lzPSkb+3Bni+8MFBYsYm5Xcixoo33r9F lm2ZtHl3MtSVnsC1ZQsvCw== 0000929624-97-001260.txt : 19971021 0000929624-97-001260.hdr.sgml : 19971021 ACCESSION NUMBER: 0000929624-97-001260 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971020 SROS: NYSE GROUP MEMBERS: BANK OF AMERICA NATIONAL TRUST & SAVING ASSOCIATION GROUP MEMBERS: BANKAMERICA CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BA MERCHANT SERVICES INC CENTRAL INDEX KEY: 0001024674 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943252840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48639 FILM NUMBER: 97698099 BUSINESS ADDRESS: STREET 1: ONE SOUTH VAN NESS AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4152413390 MAIL ADDRESS: STREET 1: ONE SOUTH VAN NESS AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103 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 13D 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 13D 1 SCHEDULE 13D ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response. . . .14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ______) * BA Merchant Services, Inc. -------------------------- (Name of Issuer) CLASS A COMMON STOCK ------------------------------ (Title of Class of Securities) 055239-10-7 -------------- (CUSIP Number) Cheryl Sorokin, Group Executive Vice President and Secretary Bank of America National Trust and Savings Association 555 California Street, 6th Floor San Francisco, California 94104 (415) 622-2091 ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 1997 ---------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership five percent or less of such class. (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP No. 055239-10-7 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BankAmerica Corporation S.S. or I.R.S. IDENTIFICATION NO. I.R.S. Number 94-1681731 OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER 32,400,000 SHARES BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,400,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,400,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION) SCHEDULE 13D CUSIP No. 055239-10-7 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Bank of America National Trust S.S. or I.R.S. IDENTIFICATION NO. & Savings Association OF ABOVE PERSON I.R.S. Number 94-1687665 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER 32,400,000 SHARES BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,400,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,400,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION) Item 1. SECURITY AND ISSUER Class A Common Stock BA Merchant Services, Inc. (BAMS) One South Van Ness Avenue San Francisco, California 94103 Item 2. IDENTITY AND BACKGROUND BankAmerica Corporation (BAC) is incorporated in the state of Delaware. Its principal business is a bank holding company. The address of its principal place of business and principal office is: 555 California Street, San Francisco, California, 94104. Bank of America National Trust & Savings Association (BofA) is a national banking association organized and existing under the laws of the United States of America. Its principal business is banking. The address of its principal place of business and principal office is: 555 California Street, San Francisco, California, 94104. During the last five years, neither BAC nor BofA nor, to the best of their knowledge, any person named in Schedules A or B attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Because of the nature of their businesses, both BAC and BofA are subject to various threatened or pending legal actions, including (without limitation) civil and administrative litigation and other proceedings before courts, arbitration tribunals, administrative agencies and regulatory bodies. Certain of such actions may involve, among others, claims under antitrust, unfair competition, fraud, unfair labor practices or discrimination laws. Any litigation deemed material to BAC or the Bank is disclosed in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q of BAC, and from time to time in Current Reports on Form 8-K. No adverse findings, consent decrees or adverse final actions of the type mentioned in this question were disclosed in BAC's Form 10-K for the year ended December 31, 1996 or in the Forms 10-Q for the quarters ended March 31 or June 30, 1997 or in any Current Report on Form 8-K filed during 1997 to date. BAC filed a Current Report on Form 8-K dated May 5, 1997 in which it reported that the Bank had been sued by the City of San Francisco and several related public entities, and by the State of California, in an action entitled State of California, etc. ex rel Stull. v. Bank of America ---------------------------------------------------------- NT&SA, et al. (No. 968-484). The case was instituted on April 1, 1995 in the - ------------- Superior Court for the City and County of San Francisco. The City of San Francisco and related public entitles intervened in the case on May 1, 1997, and the State of California took over prosecution of the case on May 5, 1997. The chief allegation of this suit is that the Bank retained unclaimed funds related to bonds and coupons which were not presented by bondholders rather than returning them to certain bond issuers or escheating such funds to the State. The suit also alleges False Claims Act exposure for alleged fee overcharges and claims that the Bank improperly invested bond program funds. The amount of any ultimate exposure cannot be determined with certainty at this time. Based on the results of BAC's investigation to date and on the advice of counsel, BAC does not expect the final outcome of any threatened or filed suits to have a material adverse effect on its financial position. To the best of its knowledge, BAC has not been the subject of any criminal proceedings. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On September 30, 1997, BofA, a wholly-owned subsidiary of BAC, acquired 1,500,000 shares of BAMS' Class B Common Stock (Class B Common Stock is convertible into Class A Common Stock under certain conditions described in Item 5, below) in exchange for transferring to BAMS BofA's merchant processing business in Taiwan pursuant to a Taiwan Business and Hong Kong Administrative Office Acquisition Agreement between BofA and BAMS, a copy of which is incorporated by reference in Item 7. Item 4. PURPOSE OF TRANSACTION BofA acquired the 1,500,000 shares of BAMS' Class B Common Stock in consideration for the transfer to BAMS of BofA's merchant processing businesses in Taiwan. BofA currently does not have plans to acquire additional shares of BAMS' securities. BofA owns 100% of the outstanding Class B Common Stock of the Company, which represents beneficial ownership of approximately 66.6% of BAMS' Class A Common Stock as of September 30, 1997. Such ownership also represents 95.2% of the combined voting power of the Company's outstanding Class A and Class B Common Stock. BofA also has the ability to elect all of the members of the Board of Directors of BAMS and to exercise a controlling influence over the business and affairs of BAMS, including any determinations with respect to mergers or other business combinations involving the Company, the acquisition or disposition of assets by the Company (including capital expenditures), the incurrence of indebtedness by the Company, the issuance by the Company of any additional Common Stock or other securities and the payment of any dividends with respect to the Common Stock. The size of the Board of Directors is currently fixed at six. Two of the present members of the Board of Directors are independent of BankAmerica. Item 5. INTEREST IN SECURITIES OF THE ISSUER BofA is the record owner of 32,400,000 shares of BAMS' Class B Common Stock, as of September 30, 1997. BofA's ownership of Class B Common Stock represents beneficial ownership of 66.6% shares. BofA has the power to vote, direct the vote, dispose and direct the disposition of its Class B Common Stock, and, if converted to Class A Common Stock as described below, of the Class A Common Stock. For marketing purposes, BAC may be deemed the beneficial owner of the shares owned by BofA. One share of Class B Common Stock is convertible into one share of Class A Common Stock under conditions set forth in the Amended and Restated Certificate of Incorporation of BA Merchant Services, Inc. (BAMS), on file with BAMS' Annual Report on Form 10-K. Generally, Class A Common Stock is convertible into Class B Common Stock prior to a tax-free spin-off: a) at any time, at the holder's option; b) automatically, for any shares retained by BAC or its subsidiaries after transfer of more than a 50% economic interest in the Common Stock in a single transaction to a person who is not an affiliate of BAC (Class B Transferee); c) automatically, upon transfer of a share to a person other than BAC or its subsidiaries or a Class B Transferee or its subsidiaries; d) automatically, if shares owned by BAC or its subsidiaries or a Class B Transferee or its subsidiaries in the aggregate constitute less than 30% of the economic ownership of the shares of Class A and Class B Common Stock combined. Shares transferred to BAC stockholders or to stockholders of a Class B Transferee in a tax-free spin-off do not convert upon the spin-off. After a tax-free spin-off, Class A shares automatically convert into Class B shares on the fifth anniversary of a tax-free spin-off, unless counsel opines that the conversion could adversely affect the ability to secure a tax-free ruling from the Internal Revenue Service, or the Service has adopted a non-ruling policy and the conversion could adversely affect the tax-free status of the distribution, in which case shareholders must approve the conversion (unless counsel opines that approval could adversely affect the tax-free status of the distribution). Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER a. Asset Transfer Agreement Between BofA and BAMS: On December 31, 1996, ---------------------------------------------- BofA transferred the assets and liabilities of the domestic business now known as BA Merchant Services, Inc. in exchange for 30,200,000 shares of Class B Common Stock pursuant to an Asset Transfer Agreement Between BofA and BAMS. b. Asian Acquisition Agreement Between BofA and BAMS: On December 3, ------------------------------------------------- 1996, BofA entered into the agreement to transfer merchant processing businesses in Thailand and the Philippines to BAMS, in exchange for 150,000 shares of Class B Common Stock for the Thailand merchant processing business and 550,000 shares of Class B Common Stock for the Philippines merchant processing business. c. First Amendment to Asian Acquisition Agreement: On September 30, ---------------------------------------------- 1997, BofA and BAMS amended the Asian Acquisition Agreement. The Amendment did not amend, modify or change the number of shares of common stock issued in exchange for the merchant processing businesses. d. Taiwan Business and Hong Kong Administrative Office Acquisition --------------------------------------------------------------- Agreement Between BofA and BAMS: On September 30, 1997, BofA entered ------------------------------- into the agreement to transfer merchant processing businesses in Taiwan to BAMS, in exchange for 1,500,000 shares of Class B Common Stock. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Asset Transfer Agreement Between BofA and BAMS, dated December 3, 1996, incorporated by reference to Exhibit 10.8 to amendment 3 of BAMS' Form S-1, filed December 9, 1996, Commission file number 1-7377. 2. Asian Acquisition Agreement Between BofA and BAMS, dated December 3, 1996, incorporated by reference to Exhibit 10.12 to BAMS' 1996 Annual Report on Form 10-K, filed March 28, 1997, Commission file number 1- 7377. 3. First Amendment to Asian Acquisition Agreement, dated September 30, 1997, incorporated by reference to Exhibit 3 to BAMS' Schedule 13D reporting the acquisition of 150,000 shares of Class B Common Stock for the Thailand merchant processing business and 550,000 shares of Class B Common Stock in exchange for the Philippines merchant processing business, filed concurrently herewith, Commission file number 1-7377. 4. Taiwan Business and Hong Kong Administrative Office Acquisition Agreement Between BofA and BAMS, dated September 30, 1997, incorporated by reference to Exhibit 4 to BAMS' Schedule 13D reporting the acquisition of 150,000 shares of Class B Common Stock for the Thailand merchant processing business and 550,000 shares of Class B Common Stock in exchange for the Philippines merchant processing business, filed concurrently herewith, Commission file number 1-7377. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BANKAMERICA CORPORATION BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION October 17, 1997 By: /s/ R. SCOTT MCMILLEN ----------------------------- Name: R. Scott McMillen Title: Senior Counsel Bank of America National Trust & Savings Association SCHEDULE A BankAmerica Corporation Director and Executive Officers Information The following table sets forth the names, addresses and principal occupations of the executive officers and directors of BankAmerica Corporation (directors are indicated by asterisk). Each such person is a citizen of the United States. * Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO Alibrandi Simi Valley, CA 93063 Whittaker Corporation Simi Valley, CA (principal business: aerospace manufacturing) * Peter B. 270 Lafayette Circle Chairman of the Board and Bedford Lafayette, CA 94549 Chief Executive Officer Bedford Property Investors, Inc. Lafayette, CA (principal business: real estate investment trust) Kathleen J. 555 California Street Vice Chairman and Personnel Relations Officer Burke 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * Richard A. 123 Mission St., Room H17F Retired Chairman of the Board and Clarke San Francisco, CA 94106 Chief Executive Officer Pacific Gas & Electric Company San Francisco, CA (principal business: gas and electric utility) * David A. 555 California Street Chairman of the Board, President Coulter 40th Floor and Chief Executive Officer San Francisco, CA 94104 Bank of America NT&SA San Francisco, CA (principal business: banking and finance) * Timm F. c/o Hallmark Cards, Inc. Retired Chairman Crull 1024 E. Balboa Blvd. Nestle USA, Inc. Newport Beach, CA 92661 Glendale, CA (principal business: food and related products processing) * Kathleen 147 Clifton Street President Feldstein Belmont, MA 02178 Economics Studies, Inc. Belmont, MA (principal business: economics consulting)
1 * Donald E. Pacific Telesis Center Chairman Emeritus Guinn 130 Kearny St., Room 3704 Pacific Telesis Group San Francisco, CA 94108 San Francisco, CA (principal business: telecommunications) * Frank L. 2726 Shelter Island Dr. Consulting Architect Hope Suite 250 San Diego, CA San Diego, CA 92106 (principal business: architecture) H. Eugene 555 California Street President, Global Retail Bank Lockhart 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * Walter E. Office of the President President Massey 830 Westview Drive., S.W. Morehouse College Atlanta, GA 30314 Atlanta, GA (principal business: education) Jack L. 555 California Street Vice Chairman Meyers 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) Michael J. 555 California Street President, Global Wholesale Bank Murray 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) Michael E. 555 California Street Vice Chairman and O'Neill 40th Floor Chief Financial Officer San Francisco, CA 94104 Bank of America NT&SA San Francisco, CA (principal business: banking and finance) * John M. 227 West Monroe Street Of Counsel to the law firm of Wachtell, Lipton, Richman Suite 4825 Rosen & Katz Chicago, IL 60606 Chicago, IL (principal business: law) * Richard M. 555 California Street Retired Chairman and Chief Executive Officer Rosenberg 5th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * A. Michael Memorial Way, Room 140 Dean of Graduate School of Business Spence Stanford, CA 94305 Stanford University Stanford, CA (principal business: education)
2 Martin A. 555 California Street Vice Chairman Stein 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * Solomon D. 1801 California Street President and Chief Executive Officer Trujillo 52nd Floor US West Communications Group Denver, CO 80202 Denver, CO (principal business: communication)
3 SCHEDULE B Bank of America National Trust and Savings Association Director and Executive Officers Information The following table sets forth the names, addresses and principal occupations of the executive officers and directors of Bank of America National Trust and Savings Association (directors are indicated by asterisk). Each such person is a citizen of the United States. * Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO Alibrandi Simi Valley, CA 93063 Whittaker Corporation Simi Valley, CA (principal business: aerospace manufacturing) * Peter B. 270 Lafayette Circle Chairman of the Board and Bedford Lafayette, CA 94549 Chief Executive Officer Bedford Property Investors, Inc. Lafayette, CA (principal business: real estate investment trust) Kathleen J. 555 California Street Vice Chairman Burke 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * Richard A. 123 Mission St., Room H17F Retired Chairman of the Board and Clarke San Francisco, CA 94106 Chief Executive Officer Pacific Gas & Electric Company San Francisco, CA (principal business: gas and electric utility) * David A. 555 California Street Chairman of the Board, President Coulter 40th Floor and Chief Executive Officer San Francisco, CA 94104 Bank of America NT&SA San Francisco, CA (principal business: banking and finance) * Timm F. c/o Hallmark Cards, Inc. Retired Chairman Crull 1024 E. Balboa Blvd. Nestle USA, Inc. Newport Beach, CA 92661 Glendale, CA (principal business: food and related products processing) * Kathleen 147 Clifton Street President Feldstein Belmont, MA 02178 Economics Studies, Inc. Belmont, MA (principal business: economics consulting)
1 * Donald E. Pacific Telesis Center Chairman Emeritus Guinn 130 Kearny St., Room 3704 Pacific Telesis Group San Francisco, CA 94108 San Francisco, CA (principal business: telecommunications) * Frank L. 2726 Shelter Island Dr. Consulting Architect Hope Suite 250 San Diego, CA San Diego, CA 92106 (principal business: architecture) H. Eugene 555 California Street President, Global Retail Bank Lockhart 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * Walter E. Office of the President President Massey 830 Westview Drive., S.W. Morehouse College Atlanta, GA 30314 Atlanta, GA (principal business: education) Jack L. 555 California Street Vice Chairman Meyers 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) Michael J. 555 California Street President, Global Wholesale Bank Murray 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) Michael E. 555 California Street Vice Chairman, Cashier and O'Neill 40th Floor Chief Financial Officer San Francisco, CA 94104 Bank of America NT&SA San Francisco, CA (principal business: banking and finance) * John M. 227 West Monroe Street Of Counsel to the law firm of Wachtell, Lipton, Richman Suite 4825 Rosen & Katz Chicago, IL 60606 Chicago, IL (principal business: law) * Richard M. 555 California Street Retired Chairman and Chief Executive Officer Rosenberg 5th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * A. Michael Memorial Way, Room 140 Dean of Graduate School of Business Spence Stanford, CA 94305 Stanford University Stanford, CA (principal business: education)
2 Martin A. 555 California Street Vice Chairman Stein 40th Floor Bank of America NT&SA San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) * Solomon D. 1801 California Street President and Chief Executive Officer Trujillo 52nd Floor US West Communications Group Denver, CO 80202 Denver, CO (principal business: communication) 3
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