-----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, OoClUQ5Yqqjhhi4ytuVCQHPQPw+SZQxVNZ5x/wn+2YWXpru+0+MaiBVFgVOf9GTY jrusCBJD1tumuvB4Kqo2jA== 0000929624-97-001269.txt : 19971023 0000929624-97-001269.hdr.sgml : 19971023 ACCESSION NUMBER: 0000929624-97-001269 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971022 SROS: NASD GROUP MEMBERS: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION GROUP MEMBERS: BANKAMERICA CORP GROUP MEMBERS: BANKAMERICA CORPORATION GROUP MEMBERS: MOORPARK HOLDING, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMETECH INC CENTRAL INDEX KEY: 0000001969 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 730766924 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41437 FILM NUMBER: 97699095 BUSINESS ADDRESS: STREET 1: 1813 SE 25TH ST CITY: OKLAHOMA CITY STATE: OK ZIP: 73129 BUSINESS PHONE: 4056778781 FORMER COMPANY: FORMER CONFORMED NAME: ACADEMY COMPUTING CORP DATE OF NAME CHANGE: 19910123 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/A 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/A 1 SCHEDULE 13D AMENDMENT ================================== OMB APPROVAL ---------------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per form 14.90 ================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ametech, Inc. - ------------------------------------------------------------------------------- Name of Issuer Common Stock, $.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 031095102 - ------------------------------------------------------------------------------- CUSIP Number Cheryl Sorokin, Executive Vice President and Secretary BankAmerica Corporation, Corporate Secretary's Office #13018 555 California Street, San Francisco, CA 94104 (415) 622-3530 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications August 14, 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 of 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. 031095102 Page 2 of 13 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Moorpark Holding, Inc. S.S. or I.R.S. IDENTIFICATION NO. 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 SHARES 0 BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *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. 031095102 Page 3 of 13 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Bank of America National S.S. or I.R.S. IDENTIFICATION NO. Trust and Savings Association OF ABOVE PERSON (successor to Continental Bank, National Association) - ------------------------------------------------------------------------------- 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 U.S.A. - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 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 SCHEDULE 13D CUSIP No. 031095102 Page 4 of 13 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BankAmerica Corporation S.S. or I.R.S. IDENTIFICATION NO. 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 SHARES 0 BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 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 CUSIP No. 031095102 Page 5 of 13 Item 1. Security and Issuer. This Amended Schedule 13D is filed with respect to the Common Stock of Ametech Inc., (the "Company"), 1813 Southeast 25th St., Oklahoma City, OK 73129. Item 2: Identity and Background. The Amended Schedule 13D is filed on behalf of Moorpark Holding, Inc. ("Moorpark"), Bank of America National Trust and Savings Association ("Bank") and BankAmerica Corporation ("BAC"). This Amended Schedule 13D relates to the sale by Moorpark of its entire holding of 10,367,122 shares of the Company's common stock ("Common Stock"). Because Bank owns Moorpark and BAC owns Bank, Bank and BAC may be deemed to have indirectly beneficially owned the shares reported on. A Schedule 13D dated July 14, 1992 was previously filed to report the original acquisition of the shares by Moorpark, its parent Continental Bank, National Association ("Continental Bank") and Continental Bank's parent, Continental Bank Corporation ("CBC"). Continental Bank has since been merged into Bank and CBC has since been merged into BAC. I. (a) Moorpark is a Delaware corporation. (b) Corporate Secretary's Office 231 South LaSalle Street Chicago, IL 60697 (principal office and principal place of business) (c) holding company II (a) Bank is a national bank. (b) Corporate Secretary's Office #13018 555 California Street San Francisco, CA 94104 (principal office and principal place of business) (c) national bank III. (a) BAC is a Delaware corporation. (b) Corporate Secretary's Office #13018 555 California Street San Francisco, CA 94104 (principal office and principal place of business) (c) bank holding company CUSIP No. 031095102 Page 6 of 13 Certain information regarding the directors and executive officers of the reporting persons is set forth in Exhibit B attached hereto. During the last five years, neither the entities mentioned above, nor, to their best knowledge, any person named in Exhibit 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. BAC incorporates by reference the material under Item 3, "Legal Proceedings," in its Annual Report on Form 10-K for the year ended December 31, 1996, and the material in its Current Report on Form 8-K for May 5, 1997 (File No. 1-7377). Item 3: Source and Amount of Funds or Other Consideration. Inapplicable Item 4: Purpose of Transaction This filing is being made to report a complete disposition. On August 14, 1997, Moorpark entered into a Stock Purchase Agreement ("Agreement") with New Canaan Capital, LLC to sell Moorpark's 10,367,122 shares of Common Stock in return for a promissory note in the amount of $850,000 and certain additional consideration described in the Agreement, which is incorporated herein by reference to Exhibit C to this Amended Schedule 13D. The reporting persons reserve the right to acquire additional securities of the Company depending on market conditions and other economic factors. Item 5: Interest in Securities of the Issuer. The reporting persons have no remaining ownership interest in securities of the Company. Neither they, nor to the best of their knowledge any of their executive officers or directors, had any transactions in the Company's Common Stock during the past 60 days (excluding the sale reported in this filing) or owns any such shares. The reporting persons ceased to be the beneficial owner of more than 5% of the Common Stock on August 14, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 4. CUSIP No. 031095102 Page 7 of 13 Item 7. Material to Be Filed as Exhibits. Exhibit A - Joint Filing Agreement Exhibit B - Directors and Executive Officers (or persons serving in similar capacities) of the reporting persons Exhibit C - Stock Purchase Agreement dated as of August 14, 1997 between Moorpark Holding, Inc. and New Canaan Capital, LLC (incorporated by reference to Exhibit 99.1 to Schedule 13D filed by New Canaan Capital, LLC regarding its acquisition of Common Stock, dated August 21, 1997) CUSIP No. 031095102 Page 8 of 13 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 21, 1997 MOORPARK HOLDING, INC.* BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION * BANKAMERICA CORPORATION* *By: /s/ JEFFREY R. LAPIC Jeffrey R. Lapic Assistant General Counsel of Bank of America National Trust and Savings Association and Authorized Attorney-in-Fact CUSIP No. 031095102 Page 9 of 13 EXHIBIT A Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(f)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Date: October 21, 1997 MOORPARK HOLDING, INC.* BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION * BANKAMERICA CORPORATION* *By: /s/ JEFFREY R. LAPIC Jeffrey R. Lapic Assistant General Counsel of Bank of America National Trust and Savings Association and Authorized Attorney-in-Fact CUSIP No. 031095102 Page 10 of 13 EXHIBIT B Directors and Executive Officers of Reporting Persons Moorpark Holding, Inc. The following table sets forth information regarding the executive officers and directors of Moorpark Holding, Inc. (directors are indicated by asterisk), all of whom are U.S. citizens and none of whom owns Common Stock of Ametech Inc., to the best of the reporting persons' knowledge.
* Philip M. 231 So. LaSalle Street Executive Vice President Lewin Chicago, IL 60697 Senior Credit Officer Bank of America NT&SA (principal business: banking and finance) * Christopher 231 So. LaSalle Street Vice President, Moorpark Holding, Inc. J. Perry Chicago, IL 60697 (principal business: holding company) Managing Director, President, Continental Illinois Venture Corporation Global Equity Investments-Buyout Group Bank of America NT&SA (principal business: banking and finance) * Lewis W. 231 So. LaSalle Street President, Moorpark Holding, Inc. Solimene, Jr. Chicago, IL 60697 (principal business: holding company) Senior Vice President Manager, Special Assets Officer Bank of America NT&SA (principal business: banking and finance)
Bank of America National Trust and Savings Association and BankAmerica Corporation The following table sets forth information regarding the executive officers and directors of Bank of America National Trust and Savings Association and BankAmerica Corporation and (directors are indicated by asterisk), all of whom are U.S. citizens and none of whom owns Common Stock of Ametech Inc., to the best of the reporting persons' knowledge.
* Joseph F. 1955 North Surveyor Ave. Chairman of the Board and CEO Alibrandi Simi Valley, CA 93063 Whittaker Corporation (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. (principal business: real estate investment trust) Kathleen J. 555 California Street Vice Chairman and Personnel Relations Officer Burke San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance)
CUSIP No. 031095102 Page 11 of 13
* Richard A. 123 Mission St. Retired Clarke San Francisco, CA 94106 * David A. 555 California Street Chairman of the Board, President Coulter San Francisco, CA 94104 and Chief Executive Officer Bank of America NT&SA (principal business: banking and finance) * Timm F. c/o Hallmark Cards, Inc. Retired Crull 1024 E. Balboa Blvd. Newport Beach, CA 92661 * Kathleen 147 Clifton Street President Feldstein Belmont, MA 02178 Economics Studies, Inc. (principal business: economics consulting) * Donald E. Pacific Telesis Center Chairman Emeritus Guinn 130 Kearny St. Pacific Telesis Group San Francisco, CA 94108 (principal business: telecommunications) * Frank L. 2726 Shelter Island Dr. Consulting Architect Hope San Diego, CA 92106 (principal business: architecture) H. Eugene 555 California Street President, Global Retail Bank Lockhart San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) * Walter E. Office of the President President Massey 830 Westview Drive., S.W. Morehouse College Atlanta, GA 30314 (principal business: education) Jack L. 555 California Street Vice Chairman Meyers San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) Michael J. 555 California Street President, Global Wholesale Bank Murray San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) Michael E. 555 California Street Vice Chairman and O'Neill San Francisco, CA 94104 Chief Financial Officer Bank of America NT&SA (principal business: banking and finance) * John M. 227 West Monroe Street Of counsel, Wachtell, Lipton, Rosen & Katz Richman Chicago, IL 60606 (principal business: law) * Sanford R. 555 California Street Managing Director Robertson San Francisco, CA 94104 BancAmerica Robertson Stephens (principal business: investment banking) * Richard M. 555 California Street Retired Rosenberg San Francisco, CA 94104
CUSIP No. 031095102 Page 12 of 13
* A. Michael Memorial Way, Room 140 Dean of Graduate School of Business Spence Stanford, CA 94305 Stanford University (principal business: education) Martin A. 555 California Street Vice Chairman Stein San Francisco, CA 94104 Bank of America NT&SA (principal business: banking and finance) * Solomon D. 1801 California Street President and Chief Executive Officer Trujillo Denver, CO 80202 US West Communications Group (principal business: communication)
CUSIP No. 031095102 Page 13 of 13 Power of Attorney The undersigned appoints the following individuals, with full power to each of them to act alone, as its true and lawful attorneys-in-fact and agents to execute on its behalf all Schedules 13D and 13G and Forms 3, 4 and 5 and any amendments thereto, and any successor or supplemental forms that may be adopted by the Securities and Exchange Commission in the future, and to do anything in connection with preparation and filing of such documents as any such agent deems appropriate. 1. The following officers of BankAmerica Corporation: Chairman of the Board Chief Executive Officer President Vice Chairman of the Board President, Global Retail Bank President, Global Wholesale Bank Vice Chairman Chief Financial Officer Treasurer Executive Vice President Senior Vice President Vice President Secretary Assistant Treasurer Assistant Secretary Assistant Vice President 2. Any member of the Legal Department of Bank of America National Trust & Savings Association holding the title of counsel or a title senior thereto. MOORPARK HOLDING, INC. By: /s/Nina Tai October 20, 1997 ------------------- Nina Tai, Secretary -----END PRIVACY-ENHANCED MESSAGE-----