-----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, cSaElFFWI5V0uKwWimcFQwgf+n25l2R6hDuktyMIZN3CCm4agGMganzA7foqzOwv h99kV2YzI2UGqQUHFrmL/g== 0000950131-94-000470.txt : 19940404 0000950131-94-000470.hdr.sgml : 19940404 ACCESSION NUMBER: 0000950131-94-000470 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 33 SEC FILE NUMBER: 033-59892 FILM NUMBER: 94519967 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 NO. 26 Rule 424(b)(5) File No. 33-59892 PRICING SUPPLEMENT NO. 26 DATED MARCH 30, 1994 (To Prospectus Supplement dated May 17, 1993, including the Prospectus dated May 17, 1993) $50,000,000 BANKAMERICA CORPORATION SENIOR MEDIUM-TERM NOTES, SERIES H --------- Floating Rate Notes [x] % Fixed Rate Notes [_] Book Entry Notes [x] Certificated Notes [_] Original Issue Date: April 7, 1994 Maturity Date: April 7, 1997 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 Interest Reset as if 4/7/94 were Period: 3 months an Interest Reset Interest Reset Date Dates: See Exhibit B Index Maturity: 3 months Base Rate: Spread (plus or minus): +.08% [_] 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 [_] Prime Rate
IF THIS PRICING SUPPLEMENT RELATES TO AN ORIGINAL ISSUE DISCOUNT NOTE OR A NOTE PROVIDING FOR A FLOATING RATE OF INTEREST, SEE BELOW FOR INFORMATION REGARDING RECENT UNITED STATES TAX DEVELOPMENTS. ---------------------- (Continued on the next page)
Exhibit A Interest Payment Dates: Exhibit B Interest Reset Dates: - --------- --------- 6/15/94 3/15/95 4/07/97 6/15/94 3/15/95 9/21/94 6/21/95 9/21/94 6/21/95 12/21/94 9/20/95 12/21/94 9/20/95 12/20/95 12/20/95 3/20/96 3/20/96 6/19/96 6/19/96 9/18/96 9/18/96 12/18/96 12/18/96
Trade Date: March 30, 1994 Agent's Commission: N/A Name of Agent: Smith Barney Shearson Inc. Proceeds to Corporation: $50,000,000 [_] Agent is purchasing Notes from the Corporation at % of their principal amount as principal for [X] Agent is acting as agent for resale to investors and other the sale of Notes by the purchasers at: Corporation at a price to public of: [_] a fixed initial public offering price of 100% of the principal [X] 100% of the principal amount amount. [_] % of the principal amount [_] a fixed initial public offering price of % of the principal amount. [_] varying prices relating to prevailing market prices at time of resale to be determined by Agent.
---------------------- Additional Information ---------------------- BankAmerica Corporation ("BAC") has entered into an agreement (the "Agreement") to acquire Continental Bank Corporation ("Continental") for an estimated 21.25 million shares of BAC common stock and $939 million in cash, subject to adjustment in certain circumstances. Based on the BAC common stock closing price on January 27, 1994, the last trading day before announcement of the acquisition, the value of the common stock and cash to be issued is approximately $1.9 billion. In addition, each share of Continental's Adjustable Rate Preferred Stock, Series 1 and 2 that is outstanding immediately prior to the effective time of the acquisition (excluding shares held by holders of the Series 2 stock, if any, exercising appraisal rights), will be converted, respectively, into one share of Adjustable Preferred Stock, Series 1 and 2 of BAC, having substantially the same terms. The closing of the acquisition is subject to the satisfaction of certain conditions, including the approval of the transaction by the holders of a majority of the outstanding shares of common stock of Continental and the obtaining of certain regulatory approvals. In addition, under certain circumstances BAC or Continental may terminate the Agreement, as specified therein. Continental is a Delaware corporation organized in 1968 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Continental's principal subsidiary is Continental Bank N.A. Continental engages in four principal activities: (i) business financing, providing credit in almost every form and helping customers access external debt markets; (ii) specialized financial and operating services, including cash management, financial risk-management, trust, investment and private banking services; (iii) trading in investment, foreign-exchange and risk-management instruments, for customers and its own account; and (iv) equity finance and investing, as both principal and arranger. Further information about the acquisition and about Continental and its subsidiaries is contained in documents incorporated by reference herein. See "Incorporation of Certain Documents by Reference" in the accompanying Prospectus. Information about Continental and its subsidiaries has been supplied by Continental and not by BAC, and BAC does not warrant the accuracy or completeness of such information. ------------------------ (Continued on the next page) Certain United States Federal Income Tax Consequences ----------------------------------------------------- On January 27, 1994, the Recent Proposed Regulations (as defined in the Prospectus Supplement) were issued as final Treasury Regulations (the "Final Regulations"), with certain changes to respond to comments. Although the Final Regulations apply to debt instruments issued on or after April 4, 1994, the Final Regulations generally provide that taxpayers may rely on the Final Regulations with respect to debt obligations issued after December 21, 1992. The following is a summary of the material changes made by the Final Regulations to the Recent Proposed Regulations relating to the discussion set forth in the Prospectus Supplement under the heading "Certain United States Federal Income Tax Consequences -- United States Holders --Original Issue Discount Notes." Among other changes, the Final Regulations expanded the determination of the accrual period and allow it to be of any length selected by the Holder of the Original Issue Discount Note and to vary in length over the term of the Original Issue Discount Note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period. The Final Regulations also added a rule to provide that if a debt instrument has payment intervals that are equal in length throughout the term of the instrument, except for the first or last payment interval (or intervals), the interest payment for that interval (or intervals) is considered to be made at a fixed rate if the value of the rate on which the payment is based is adjusted in any reasonable manner to take into account the length of the interval. Specific rules with respect to a subsequent Holder's treatment of a debt instrument issued with de minimis original issue discount were also added. The Final Regulations liberalized the rules with respect to variable rate debt instruments by (i) allowing the issue price to exceed the total noncontingent principal payments, provided that the excess is not greater than a specific amount, (ii) allowing stated interest at one or more qualified floating rates, at a single fixed rate and one or more qualified floating rates, at a single objective rate, or at a single fixed rate and a single objective rate that is a qualified inverse floating rate, (iii) providing that interest that is stated at an initial fixed rate for a period of not more than one year, followed by a qualified floating rate or an objective rate, is treated as stated at a single qualified floating rate or an objective rate in certain circumstances, (iv) allowing certain multiples of a qualified floating rate to be treated as a qualified floating rate, and (v) providing for other rates to be treated as an objective rate if designated by revenue ruling or revenue procedure. The definition of an objective rate was both expanded and narrowed by the Final Regulations. In addition, the Final Regulations revised and simplified the rules for determining the accrual of original issue discount and amount of qualified stated interest on a variable rate debt instrument. In general, the rules convert the debt instrument into a fixed rate debt instrument and then apply the general original issue discount rules to the debt instrument. In view of these developments, persons considering the purchase of Original Issue Discount Notes or Notes providing for a floating rate of interest should consult their own tax advisors. --------------------- For purposes of the accompanying Prospectus Supplement and Prospectus, references to the Agents shall be deemed to include Smith Barney Shearson Inc., unless the context requires otherwise. --------------------- SMITH BARNEY SHEARSON INC. -----END PRIVACY-ENHANCED MESSAGE-----