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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 4)
BA MERCHANT SERVICES, INC.
(Name of Issuer)
BA MERCHANT SERVICES, INC.
BANKAMERICA CORPORATION
BAMS ACQUISITION CORPORATION
(Name of Persons Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
055239-10-7
(CUSIP Number of Class of Securities)
Craig E. Gass, Esq.
General Counsel
BA Merchant Services, Inc.
One South Van Ness Avenue, 5th Floor
San Francisco, California 94103
(415) 241-3390
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
With copies to:
James W. Kiser, Secretary Rodney R. Peck, Esq.
Bank of America National Trust Pillsbury Madison & Sutro LLP
and Savings Association 235 Montgomery Street
555 California Street, 6th Floor San Francisco, California 94104
San Francisco, California 94104 (415) 983-1000
(415) 622-2091
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$339,236,350 $67,847.27
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* Represents the aggregate consideration (payable in cash) for the Class
A Common Stock of the Issuer. The amount of the filing fee, computed
pursuant to Rule 0-11(c)(2) of the Securities Exchange Act of 1934, equals
1/50th of one percent of the cash to be paid to the stockholders.
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid: $67,847.27
Form or Registration No.: Schedule 14A
Filing Party: BA Merchant Services, Inc.
Date Filed: January 22, 1999, March 4, 1999, March 24, 1999, March 26, 1999
and March 29, 1999.
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INTRODUCTORY STATEMENT
This Amendment No. 4 to Rule 13e-3 Transaction Statement (the
"Transaction Statement") is filed jointly on March 29, 1999 by BA Merchant
Services, Inc., a Delaware corporation (the "Company"), BankAmerica Corporation,
a Delaware corporation and the owner of approximately 66.6% of the outstanding
common stock of the Company ("BankAmerica"), and BAMS Acquisition Corporation, a
Delaware corporation and a newly formed, wholly owned subsidiary of BankAmerica
("Acquisition Corp."). The Company, BankAmerica and Acquisition Corp. are
parties to an Agreement and Plan of Merger, dated as of December 22, 1998 (the
"Merger Agreement"), pursuant to which Acquisition Corp. will be merged with and
into the Company, under the terms and subject to the conditions set forth in the
Merger Agreement. A copy of the Merger Agreement has been filed by the Company
as Annex I to the definitive proxy statement of the Company (the "Proxy
Statement") filed as Exhibit (d)(1) to this Transaction Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the Items of Schedule
13E-3. Unless otherwise indicated, all cross-references below are to captions
and subcaptions in the text of, or annexes to, the Proxy Statement without
reference to the form of Proxy Card, Letter to Stockholders or Notice of
Meeting. The information in the Proxy Statement, including all annexes thereto,
is hereby expressly incorporated by reference, each cross-reference below being
deemed to be an incorporation by reference of the portions of the Proxy
Statement referred to and the response to each item being qualified in its
entirety by the provisions of the Proxy Statement and such annexes. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Proxy Statement.
CROSS REFERENCE SHEET
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) See "Summary -- The Parties; The Meeting" and "The Meeting."
(b)-(d) See Cover Page and "The Meeting -- Voting at the Meeting;
Record Date; Quorum" and "Historical Market Price and Dividend Data."
(e) See "Special Factors -- Background of the Merger -- The Company and
its Initial Public Offering."
(f) Not Applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(g) See "Controlling Persons, Directors and Executive Officers of
BankAmerica, Acquisition Corp. and the Company."
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) See "Certain Transactions and Relationships Between BankAmerica and
the Company."
(b) See "Special Factors -- Background of the Merger."
ITEM 4. TERMS OF THE TRANSACTION.
(a) See "Special Factors" and "The Merger."
(b) See "Special Factors -- Interests of Certain Persons in the
Merger."
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) See "Special Factors," "The Merger" and "Controlling Persons,
Directors and Executive Officers of BankAmerica, Acquisition Corp. and the
Company."
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) See "Special Factors."
(b) See "Fees and Expenses."
(c) & (d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) See "Special Factors -- Background of the Merger."
(b)-(c) See "Special Factors -- Background of the Merger."
(d) See "Special Factors" and "The Merger -- Certain Federal Income Tax
Consequences."
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) See "Special Factors -- Background of the Merger" and "--
Reasons for the Merger; Recommendation of the Company's Board of Directors and
the Special Committee" and "Annex II -- Opinion of CSFB."
(c) See "The Meeting -- Matters to be Considered at the Meeting."
(d)-(e) See "Special Factors -- Background of the Merger" and "--
Reasons for the Merger; Recommendation of the Company's Board of Directors and
the Special Committee."
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b), (1)-(3), (5)&(6) See "Special Factors -- Reasons for the
Merger; Recommendation of the Company's Board of Directors and the Special
Committee."
(b)(4) See "Special Factors -- Opinion of CSFB."
(c) See "Available Information."
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) See "Security Ownership of Certain Beneficial Owners and
Management."
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
See "Special Factors -- Interests of Certain Persons in the Merger."
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) See "The Meeting -- Voting at the Meeting; Record Date; Quorum" and
"Special Factors -- Reasons for the Merger; Recommendation of the Company's
Board of Directors and the Special Committee."
(b) See "Special Factors -- Reasons for the Merger; Recommendation of
the Company's Board of Directors and the Special Committee."
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) See "The Merger -- Appraisal Rights" and "Annex III -- Section 262
of the DGCL."
(b) & (c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) See "Summary -- Summary Financial Information of the Company",
"Selected Historical Financial Data," the Company's financial statements and
independent auditors' report related thereto appearing on pages 19 through 35 of
the Company's Annual Report on Form 10-K which is attached as Exhibit (d)(2)
hereto and Item 1 of Part I of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998 which is attached as Exhibit (d)(5) hereto.
(b) Not Applicable.
ITEM 15. PERSONS AND ASSETS RETAINED, EMPLOYED OR UTILIZED.
(a) See "The Meeting -- Proxies."
(b) Not Applicable.
ITEM 16. ADDITIONAL INFORMATION.
Not Applicable.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Opinion of Credit Suisse First Boston Corporation. See Annex
II to the Proxy Statement.
(b)(2) A report presented by Credit Suisse First Boston Corporation
to the Special Committee of the Board of Directors of the
Company, dated December 14, 1998, containing certain financial
analyses.*
(c) Agreement and Plan of Merger, dated as of December 22, 1998,
among BA Merchant Services, Inc., BAMS Acquisition
Corporation, and BankAmerica Corporation. See Annex I to the
Proxy Statement.
(d)(1) Definitive Proxy Statement, dated March 29, 1999, together
with form of Proxy, Letter to Stockholders and Notice of
Meeting.
(d)(2) Annual Report on Form 10-K of the Company for the year ended
December 31, 1997.*
(d)(3) Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1998.*
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(d)(4) Quarterly Report on Form 10-Q of the Company for the quarter
ended June 30, 1998.*
(d)(5) Quarterly Report on Form 10-Q of the Company for the quarter
ended September 30, 1998.*
(e) Section 262 of the General Corporation Law of the State of
Delaware. See Annex III to the Proxy Statement.
(f) Not applicable.
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* Previously filed.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
BA MERCHANT SERVICES, INC.
By: /s/ Sharif M. Bayyari
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Name: Sharif M. Bayyari
Title: President and Chief Executive
Officer
BANKAMERICA CORPORATION
By: /s/ Barry L. Pyle
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Name: Barry L. Pyle
Title: Executive Vice President
BAMS ACQUISITION CORPORATION
By: /s/ John H. Huffstutler
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Name: John H. Huffstutler
Title: President
Dated: March 29, 1999.
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
(a) Not applicable.
(b)(1) Opinion of Credit Suisse First Boston
Corporation. See Annex II to the Proxy
Statement.
(b)(2) A report presented by Credit Suisse First
Boston Corporation to the Special Committee
of the Board of Directors of the Company,
dated December 14, 1998, containing certain
financial analyses.*
(c) Agreement and Plan of Merger, dated as
of December 22, 1998, among BA
Merchant Services, Inc., BAMS
Acquisition Corporation, and
BankAmerica Corporation. See Annex I
to the Proxy Statement.
(d)(1) Definitive Proxy Statement, dated
March 29, 1999, together with form of
Proxy, Letter to Stockholders and Notice
of Meeting.
(d)(2) Annual Report on Form 10-K of the
Company for the year ended
December 31, 1997.*
(d)(3) Quarterly Report on Form 10-Q of the
Company for the quarter ended
March 31, 1998.*
(d)(4) Quarterly Report on Form 10-Q of the
Company for the quarter ended June 30,
1998.*
(d)(5) Quarterly Report on Form 10-Q of the
Company for the quarter ended
September 30, 1998.*
(e) Section 262 of the General Corporation
Law of the State of Delaware. See
Annex III to the Proxy Statement.
(f) Not applicable.
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* Previously filed.
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