-----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, NgxfUNY1lYqsp1rXXIRnfsrVu8+d+9jD8GUnnKugdEmV991Ig7osl4LJ35UZCon8 85ICE3QBtcVNonYQ+NODxQ== 0000929624-98-000448.txt : 19980304 0000929624-98-000448.hdr.sgml : 19980304 ACCESSION NUMBER: 0000929624-98-000448 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980302 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: SEC FILE NUMBER: 033-54385 FILM NUMBER: 98554828 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 #43 Rule 424(b)(5) File No. 33-54385 PRICING SUPPLEMENT NO. 43 DATED FEBRUARY 27, 1998 (To Prospectus Supplement dated August 22, 1994, including the Prospectus dated August 22, 1994) $100,000,000 BANKAMERICA CORPORATION SENIOR MEDIUM-TERM NOTES, SERIES I --------- Floating Rate Notes [x] % Fixed Rate Notes [_] Book Entry Notes [x] Certificated Notes [_] Original Issue Date: March 3, 1998 Stated Maturity: March 5, 2001 CUSIP No.:06605L GU 7 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 On any Interest 100% Denominations Payment Date on or (Only applicable if after March 15, 2000 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: Third Wednesday of March, June, September and December of each year, commencing June 17, 1998, and at Maturity, 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. 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 March 3, 1998 were Period: 3 months an Interest Reset Date Interest Reset Dates: Third Wednesday of March, June, September and December of each year, commencing June 17, 1998, 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.Index Maturity: 3 months Base Rate: Spread (plus or minus): +.02% [_] 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
---------------------- (Continued on the next page) Trade Date: February 27, 1998 Agent's Commission: N/A Name of Agent: Salomon Brothers Inc Proceeds to Corporation: $99,919,000 [_] Agent is acting as agent for [X] Agent is purchasing Notes from the sale of Notes by the the Corporation at 99.919% 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." On October 14, 1997, final United States Treasury regulations were published in the Federal Register which alter in certain respects the withholding tax, information reporting and backup withholding tax procedures regarding payments made to non-United States Holders. Among other items, such regulations expand the rules with respect to foreign intermediaries and address certain documentary evidence requirements relating to exemption from the withholding tax, information reporting and backup withholding tax. Such regulations generally apply to payments (including original issue discount) made after December 31, 1998, in respect of a Note or proceeds from the sale, exchange or other disposition of a Note. Non-United States Holders of Notes should consult their tax advisors concerning the possible application of the final regulations to their particular situations. The Taxpayer Relief Act of 1997 (the "Act") was signed into law on August 5, 1997. Under the Act, the maximum rate of tax on the net capital gain of taxpayers who are taxed as individuals, estates or trusts was reduced from 28 percent to 20 percent. In addition, any net capital gain which otherwise would be taxed at a 15 percent rate will be taxed at a rate of 10 percent. These reduced rates only apply to the sale or exchange of Notes which have been held for more than 18 months. With respect to the sale or exchange of Notes that have been held for more than 12 months but not in excess of 18 months, net capital gains will continue to be taxed at a maximum rate of 28 percent. For taxable years commencing after December 31, 2000, the maximum capital gains rates for assets which are held for more than five years are 18 percent and 8 percent (rather than 20 percent and 10 percent). However, the 18 percent rate only applies to the sale or exchange of Notes the holding period for which commences after December 31, 2000. Nevertheless, taxpayers who are taxed as individuals, estates or trusts holding Notes as capital assets on January 1, 2001, may elect to treat the Notes as having been sold on such date for an amount equal to their fair market value and as having been reacquired for an amount equal to such value. If this election is made, any gain is recognized (and any loss is disallowed). The February 6, 1997 Clinton Administration proposal that would require a Holder who engages in multiple purchases of substantially identical Notes to use an average cost basis to determine the tax basis of any sale or exchange of such Notes was not included in the Act. 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. 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. ------------------ 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 Rule 2720 of the Rules of Conduct 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. --------------- SALOMON SMITH BARNEY -----END PRIVACY-ENHANCED MESSAGE-----