SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 22, 1998
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(Date of earliest event reported)
BA Merchant Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-12365 94-3252840
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(Commission File Number) (IRS Employer Identification No.)
One South Van Ness Avenue, San Francisco, California 94103
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(Address of principal executive offices) (Zip Code)
(415) 241-3390
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On December 22, 1998, BA Merchant Services, Inc. ("BAMS") and BankAmerica
Corporation ("BankAmerica") announced the signing of a definitive merger
agreement (the "Agreement"). The Agreement provides that each share of Class A
Common Stock of BAMS, other than shares owned directly or indirectly by
BankAmerica or its affiliates, will be converted into the right to receive a
cash payment equal to $20.50 per share, without interest (the "Merger").
Consummation of the Merger is subject to the receipt of the approval of the
holders of a majority of the outstanding shares of common stock of BAMS and the
satisfaction of certain other conditions. The Merger was approved by the Board
of Directors of BAMS and BankAmerica. The transaction is expected to be
completed by the end of the first quarter of 1999.
BAMS and BankAmerica have entered into a Memorandum of Understanding with
counsel to the plaintiffs in three separate cases filed in Delaware purportedly
on behalf of holders of Class A Common Stock of BAMS. The Memorandum of
Understanding sets forth terms for a proposed settlement of such cases. Any
settlement is subject to final documentation and court approval. Neither BAMS
nor BankAmerica admits any liability by entering into such Memorandum of
Understanding.
Attached as Exhibit 99.1, and incorporated herein by this reference, is a
copy of a joint press release of BAMS and BankAmerica dated December 22, 1998
entitled "BankAmerica Corporation and BA Merchant Services, Inc. Sign Definitive
Merger Agreement and Plan of Merger."
Attached as Exhibit 99.2, and incorporated herein by this reference, is a
copy of the Agreement and Plan of Merger, dated as of December 22, 1998, among
BankAmerica, BAMS Acquisition Corporation, a Delaware corporation, and BAMS.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
99.1 Press Release dated December 22, 1998.
99.2 Agreement and Plan of Merger, dated as of December 22, 1998,
among BankAmerica Corporation, BAMS Acquisition Corporation
and BA Merchant Services, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BA MERCHANT SERVICES, INC.
By /s/ James H. Williams
________________________________
James H. Williams
Executive Vice President
and Chief Financial Officer
Date: December 23, 1998.
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated December 22, 1998.
99.2 Agreement and Plan of Merger, dated as of December 22, 1998,
among BankAmerica Corporation, BAMS Acquisition Corporation
and BA Merchant Services, Inc.
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