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 April 13, 1998 ------------------------------ (Date of earliest event reported) BA Merchant Services, Inc. -------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-12365 94-3252840 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) One South Van Ness Avenue San Francisco, California 94103 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 415-241-3390 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. ------------ BankAmerica Corporation and NationsBank Corporation announced on April 13, 1998 a definitive agreement to merge in a stock-for-stock transaction. The merger, which is expected to close in the fourth quarter of 1998, is subject to shareholder and regulatory approvals and the satisfaction or waiver of other conditions set forth in the merger agreement. BankAmerica Corporation is the parent company of Bank of America National Trust and Savings Association. Bank of America National Trust and Savings Association owns 100% of the Class B common stock of BA Merchant Services, Inc., representing approximately 66.6% of BA Merchant Services, Inc.'s outstanding common stock. SIGNATURES 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. ------------------------- (Registrant) Date: April 17, 1998 By /s/ JAMES H. WILLIAMS ------------------------- James H. Williams Executive Vice President and Chief Financial Officer 2