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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. 5 -- Final Amendment)
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.
[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. 5 is the final amendment (the "Final Amendment") to
the Rule 13e-3 Transaction Statement (the "Transaction Statement"), filed
jointly on April 28, 1999 by BA Merchant Services, Inc., a Delaware corporation
(the "Company"), BankAmerica Corporation, a Delaware corporation
("BankAmerica"), and BAMS Acquisition Corporation, a Delaware corporation
("Acquisition Corp."), and relating to an Agreement and Plan of Merger, dated as
of December 22, 1998 (the "Merger Agreement") among the Company, BankAmerica and
Acquisition Corp. 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") previously filed as Exhibit (d)(1) to this Transaction Statement.
All information set forth below should be read in connection with the
information contained or incorporated by reference in the Transaction Statement
as previously amended. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Proxy Statement.
On April 28, 1999, Acquisition Corp. was merged with and into the
Company, effective at 5:01 p.m. Pacific Time (the "Effective Time"). The Company
was the surviving entity (the "Surviving Corporation"). Each share of Class A
Common Stock, par value $0.01 per share (the "Class A Common Stock"), of the
Company issued and outstanding immediately prior to the Effective Time of the
Merger (except for shares of Common Stock as to which appraisal rights have been
perfected) was canceled and converted into the right to receive $20.50 in cash,
without interest thereon (the "Merger Consideration"), pursuant to the terms of
the Merger Agreement.
Pursuant to the Merger Agreement, at the Effective Time, all of the
shares of Class B Common Stock issued and outstanding (all of which are
beneficially owned, directly or indirectly, by BankAmerica) were in the
aggregate converted into the right to receive 100 shares of common stock of the
Surviving Corporation. Each share of capital stock of Acquisition Corp. issued
and outstanding immediately prior to the Effective Time was canceled and
extinguished, and no consideration was paid therefor.
Immediately prior to the Effective Time, BankAmerica directly or
indirectly owned approximately 66.6% of the outstanding common stock of the
Company. After the Effective Time, BankAmerica indirectly owns 100% of the
outstanding common stock of the Surviving Corporation, and the Company has
become a wholly owned subsidiary of Bank of America National Trust and Savings
Association.
Upon consummation of the Merger, the Class A Common Stock ceased to be
qualified for listing on the New York Stock Exchange and became eligible for
termination of registration pursuant to rules and regulations of the Securities
Exchange Act of 1934, as amended. The Company intends to file with the
Securities and Exchange Commission on April 28, 1999 a Form 15 with respect to
the termination of registration of the Class A Common Stock.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1 of the Transaction Statement is hereby amended and supplemented
as follows:
(c) Upon consummation of the Merger, the Class A Common Stock ceased to
be qualified for listing on the New York Stock Exchange and became eligible for
termination of registration pursuant to the rules and regulations of the
Securities Exchange Act of 1934, as amended. The Company intends to file with
the Securities and Exchange Commission on April 28, 1999 a Form 15 with respect
to the termination of registration of the Class A Common Stock.
(f) The Introduction to this Final Amendment to the Transaction
Statement is incorporated herein by reference.
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ITEM 2. IDENTITY AND BACKGROUND.
Item 5 of the Transaction Statement is hereby amended and supplemented
as follows:
(a) The Merger was consummated by the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware on April 28, 1999,
with the Effective Time of 5:01 p.m. (Pacific Time) stated therein.
(c) At the Effective Time, the members of the Board of Directors of the
Surviving Corporation became Sharif M. Bayyari, Christopher A. Callero, Barbara
J. Desoer and James G. Jones.
(f); (g) On April 28, 1999, after the closing of the Merger and the
filing of this Final Amendment to the Transaction Statement, the Company intends
to file with the Securities and Exchange Commission a Form 15 with respect to
the termination of registration of the Class A Common Stock.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 of the Transaction Statement is hereby amended and supplemented
as follows:
(d) The Introduction to this Final Amendment to the Transaction
Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Transaction Statement is hereby amended and supplemented
as follows:
(a)-(b) The Introduction to this Final Amendment to the Transaction
Statement is incorporated herein by reference.
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.*
(d)(6) Annual Report on Form 10-K of the Company for the year ended
December 31, 1998.*
(d)(7) Letter of Transmittal.
(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: April 28, 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.*
(d)(6) Annual Report on Form 10-K of the Company
for the year ended December 31, 1998.*
(d)(7) Letter of Transmittal.
(e) Section 262 of the General Corporation Law of the
State of Delaware. See Annex III to the Proxy
Statement.
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(f) Not applicable.
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* Previously filed.
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