-----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, PZcC4pz8tOGqaVZovjxk2D2Ym/A9/BTqv+JrU2gvagPy3OKWf+IFWrMARCtIvujP 41HjMKliSPltxuGbJLzpdQ== 0000950109-94-002360.txt : 19941222 0000950109-94-002360.hdr.sgml : 19941222 ACCESSION NUMBER: 0000950109-94-002360 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941221 EFFECTIVENESS DATE: 19941221 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: S-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-56935 FILM NUMBER: 94565627 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 S-4 POS 1 PROXY/PROSPECTUS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1994 REGISTRATION NO. 33-56935 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- BANKAMERICA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 6025 94-168731 (PRIMARY STANDARD (I.R.S. EMPLOYER (STATE OR OTHER INDUSTRIAL IDENTIFICATION NO.) JURISDICTION OF CLASSIFICATION CODE INCORPORATION OR NUMBER) ORGANIZATION) 555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104, (415) 622-3530 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- CHERYL SOROKIN EXECUTIVE VICE PRESIDENT AND SECRETARY BANKAMERICA CORPORATION BANK OF AMERICA CENTER 555 CALIFORNIA STREET, SAN FRANCISCO, CALIFORNIA 94104 (415) 622-3530 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: JEFFREY R. LAPIC TODD H. BAKER BANK OF AMERICA NT & SA MORRISON & FOERSTER LEGAL DEPARTMENT (3017) 345 CALIFORNIA ST. 555 CALIFORNIA STREET SAN FRANCISCO, CA 94104-2675 SAN FRANCISCO, CA 94104 (415) 677-7000 (415) 622-2189 WALTER K. HORN FRED B. WHITE, III ARBOR NATIONAL HOLDINGS, INC. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 333 EARLE OVINGTON BLVD. 919 THIRD AVENUE UNIONDALE, NY 11553 NEW YORK, NY 10022 (516) 357-7400 (212) 735-3000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 23.4 Consent of Goldman, Sachs & Co. II-1 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA, ON DECEMBER 21, 1994. BANKAMERICA CORPORATION By: /s/ Terry Perucca --------------------------------- TERRY PERUCCA SENIOR VICE PRESIDENT PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST- EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. CAPACITY DATE -------- ---- Richard M. Rosenberg* Chairman of the - ------------------------------------- Board and Chief RICHARD M. ROSENBERG Executive Officer (Principal Executive Officer) and Director Lewis W. Coleman* Vice Chairman of the - ------------------------------------- Board and Chief LEWIS W. COLEMAN Financial Officer (Principal Financial Officer) and Director James A. Williams* Executive Vice - ------------------------------------- President JAMES A. WILLIAMS (Principal Accounting Officer) DIRECTORS: JOSEPH F. ALIBRANDI* Director PHILIP M. HAWLEY* Director JILL E. BARAD* Director FRANK L. HOPE, JR.* Director PETER B. BEDFORD* Director IGNACIO E. LOZANO, JR.* Director ANDREW F. BRIMMER* Director CORNELL C. MAIER* Director RICHARD A. CLARKE* Director WALTER E. MASSEY* Director TIMM F. CRULL* Director JOHN M. RICHMAN* Director KATHLEEN FELDSTEIN* Director A. MICHAEL SPENCE* Director DONALD E. GUINN* Director A majority of the members of the Board of Directors *By: /s/ Jeffrey R. Lapic --------------------------------- Jeffrey R. Lapic, Attorney-In-Fact Dated: December 21, 1994. II-2 EXHIBIT INDEX 23.4 Consent of Goldman, Sachs & Co................................. EX-23.4 2 CONSENT OF GOLDMAN SACHS EXHIBIT 23.4 December 20, 1994 Board of Directors Arbor National Holdings, Inc. 333 Earle Ovington Boulevard Uniondale, New York 11553 Re: Registration Statement of BankAmerica Corporation on Form S-4 dated December 20, 1994 including the Proxy Statement/Prospectus of BankAmerica Corporation and Arbor National Holdings, Inc. Gentlemen and Madame: Attached is our opinion letter, dated December 20, 1994, with respect to the fairness to the holders of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Arbor National Holdings, Inc. (the "Company") of the Exchange Ratio (as defined in the letter) of shares of Common Stock, par value $1.5625 per share, of BankAmerica Corporation ("BankAmerica") to be received for each Share in the proposed merger contemplated by the Agreement and Plan of Merger dated as of September 23, 1994 and the Amendment to the Agreement and Plan of Merger dated as of December 15, 1994 by and among BankAmerica, Bank of America, FSB, a wholly-owned subsidiary of BankAmerica ("BAFSB"), AH Acquisition Corp., a wholly-owned subsidiary of BAFSB, and the Company. The foregoing opinion letter is solely for the information and assistance of the Board of Directors of the Company in connection with its consideration of the transaction contemplated therein and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. In that regard, we hereby consent to the reference to the opinion of our Firm under the caption "Summary - Opinion of Arbor's Financial Advisor," "The Merger - Opinion of Arbor's Financial Advisor" and "The Merger - Background of the Merger" and to the inclusion of the foregoing opinion in the Proxy Statement/Prospectus included in the above-mentioned Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely, /s/ Goldman, Sachs & Co -----END PRIVACY-ENHANCED MESSAGE-----