As filed with the Securities and Exchange Commission on November 16, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report (Date of Earliest Event Reported): September 30, 1998
BANKAMERICA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-6523 56-0906609
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
100 North Tryon Street, Charlotte, North Carolina 28255
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(Address of Principal Executive Offices) (Zip Code)
(704) 386-5000
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(Registrant's Telephone Number, including Area Code)
Item 5. OTHER EVENTS
Merger Between NationsBank Corporation and BankAmerica Corporation. On
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September 25, 1998, NationsBank Corporation, a North Carolina corporation
("NationsBank"), merged with and into NationsBank (DE) Corporation, a Delaware
corporation and a direct, wholly owned subsidiary of NationsBank ("NationsBank
(DE)"), with NationsBank (DE) as the surviving corporation. NationsBank (DE)
simultaneously changed its name to "NationsBank Corporation." The purpose of
this merger was to change NationsBank's jurisdiction of incorporation from North
Carolina to Delaware. On September 30, 1998, BankAmerica Corporation
("BankAmerica") merged with and into NationsBank (the "Merger"). The combined
company was renamed "BankAmerica Corporation" (the "Corporation"). Prior to the
Merger, BankAmerica operated as a multi-bank holding company, providing retail
banking products and services principally in the Western United States and in
Texas, and corporate banking products and services throughout the United States
and internationally. As a result of the Merger, each outstanding share of
BankAmerica common stock was converted into 1.1316 shares of the Corporation's
common stock, resulting in the net issuance of approximately 779 million shares
of the Corporation's common stock to BankAmerica shareholders. Existing shares
of NationsBank continue to represent the same number of shares of the
Corporation as they represented prior to the Merger. This transaction was
accounted for as a pooling of interests. Under this method of accounting, the
recorded assets, liabilities, shareholders' equity, income and expenses of
NationsBank and BankAmerica have been combined and reflected at their historical
amounts.
The following supplemental consolidated financial information of the
Corporation restates the Corporation's historical Consolidated Financial
Statements as of December 31, 1997 and 1996 and for the three years ended
December 31, 1997 to reflect the Merger and is incorporated herein by reference
to Exhibit 99.1 filed herewith:
1. Supplemental Consolidated Statement of Income for the years ended
December 31, 1997, 1996 and 1995.
2. Supplemental Consolidated Balance Sheet as of December 31, 1997 and
1996.
3. Supplemental Consolidated Statement of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.
4. Supplemental Consolidated Statement of Changes in Shareholders' Equity
for the years ended December 31, 1997, 1996 and 1995.
5. Notes to Supplemental Consolidated Financial Statements.
The report of PricewaterhouseCoopers LLP, independent accountants, on
the supplemental consolidated financial statements of the Corporation as of
December 31, 1997 and 1996 and for the three years ended December 31, 1997 is
filed herewith as part of Exhibit 99.1 and the related consent is filed herewith
as Exhibit 23. Both the opinion and the consent are included herein by
reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
12(a) Ratio of Earnings to Fixed Charges.
12(b) Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
23 Consent of PricewaterhouseCoopers LLP.
99.1 Supplemental Consolidated Financial Statements of
BankAmerica Corporation as of December 31, 1997 and 1996 and
for the three years ended December 31, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BANKAMERICA CORPORATION
By: /s/ MARC D. OKEN
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Marc D. Oken
Executive Vice President and
Principal Financial Executive
November 16, 1998
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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12(a) Ratio of Earnings to Fixed Charges.
12(b) Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
23 Consent of PricewaterhouseCoopers LLP.
99.1 Supplemental Consolidated Financial Statements of BankAmerica
Corporation as of December 31, 1997 and 1996 and for the three
years ended December 31, 1997.