Item 3. Legal Proceedings - --------------------------------------------------------------------------------
The Corporation, because of the nature of its business, is subject to various threatened or filed legal actions. Although the amount of the ultimate exposure, if any, cannot be determined at this time, the Corporation, based upon the advice of counsel, does not expect the final outcome of threatened or filed suits to have a material adverse effect on its financial position.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders - --------------------------------------------------------------------------------
None.
PART II
=============================================================================== Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - -------------------------------------------------------------------------------
Information on dividend restrictions, dividend payments, the principal market for and trading price of the Parent's common stock, and the number of holders of such stock is incorporated by reference from page 17, Note 25 on pages 74 and 75, and Note 27 on page 77 of the 1993 Annual Report to Shareholders.
Item 6.
Item 6. Selected Financial Data - -------------------------------------------------------------------------------
Selected financial data is incorporated by reference from page 17 of the 1993 Annual Report to Shareholders.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------
Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated by reference from pages 16 through 41 of the 1993 Annual Report to Shareholders.
Item 8.
Item 8. Financial Statements and Supplementary Data - ------------------------------------------------------------------------------- The Report of Independent Auditors and the consolidated financial statements of the Corporation are incorporated by reference from pages 43 through 77 of the 1993 Annual Report to Shareholders. See Item 14 of this report for information concerning financial statements and schedules filed with this report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure - -------------------------------------------------------------------------------
None.
PART III
================================================================================ Item 10.
Item 10. Directors and Executive Officers of the Registrant - --------------------------------------------------------------------------------
Reference is made to the text under the captions, "Executive Compensation, Benefits and Related Matters" and "Item No. 1-- Election of Directors" in the Proxy Statement for the May 26, 1994 Annual Meeting of Shareholders of the Parent for incorporation of information concerning directors and persons nominated to become directors. Information concerning executive officers of the Parent as of March 1, 1994 is set forth below.
Richard M. Rosenberg was appointed Chairman of the Board and Chief Executive Officer of the Parent and the Bank on May 24, 1990, in addition to his title as President. He was appointed President of the Parent and the Bank on February 5, 1990. On May 23, 1992, Mr. Rosenberg relinquished his title as President, but was reappointed President on October 5, 1992. Previously, Mr. Rosenberg was Vice Chairman of the Board of the Parent and the Bank from 1987 to 1990.
Lewis W. Coleman was appointed Chief Financial Officer and Treasurer of the Parent and the Bank on February 1, 1993, in addition to his title of Vice Chairman of the Board. He was appointed Vice Chairman of the Board of the Parent and the Bank on February 5, 1990. Previously, he was Vice Chairman of the Parent and the Bank from 1988 to 1990. From 1987 to 1988, he was Executive Vice President of the Bank and head of the Bank's Capital Markets Group.
David A. Coulter was appointed Vice Chairman of the Parent and the Bank on February 1, 1993. Previously, he was Group Executive Vice President of the Bank and head of the Bank's U.S. Division from 1992 to February 1993. From 1990 to 1992, he was Executive Vice President of the Bank and head of the Bank's U.S. Division. From 1989 to 1990, he was Executive Vice President and head of the Bank's Capital Markets Division. In 1988, he was appointed Senior Vice President of the Bank and Director of Corporate Finance-Americas.
================================================================================
Luke S. Helms was appointed Vice Chairman of the Parent and the Bank on August 2, 1993. Previously, he was Chairman and Chief Executive Officer of Seafirst and Seattle-First. He was appointed President of Seafirst and Seatle-First in 1987.
Jack L. Meyers was appointed Vice Chairman of the Parent and the Bank on October 4, 1993. He was appointed Chief Credit Officer of the Bank on September 3, 1993. He was Group Executive Vice President responsible for the Bank's Commercial Business Group from 1991 to 1993. He was named head of the Commercial Banking Division in September 1990. He was Executive Vice President of the California Commercial Banking Group from 1989 to 1990. He was head of Credit Risk Management of the California Commercial Banking Group from 1986 to 1989.
Thomas E. Peterson was appointed Vice Chairman of the Parent and the Bank on February 5, 1990. Previously, he was appointed Executive Vice President of the Bank and head of Retail Banking Division in 1987.
Michael E. Rossi was appointed Vice Chairman of the Parent and the Bank on October 7, 1991. He was appointed Executive Vice President of the Parent on December 3, 1990, when he was also designated to be the head of Credit Policy for the Bank. He was Executive Vice President of the Commercial Banking Division--Commercial Markets Group of the Bank from 1988 to 1990. He was Executive Vice President and Chief Credit Officer of the World Banking Group of the Bank from 1987 to 1988.
Martin A. Stein was appointed Vice Chairman of the Parent and the Bank on April 27, 1992. He was appointed Executive Vice President of the Parent and the Bank on June 25, 1990. At the same time, he was appointed head of the BankAmerica Systems Engineering Group of the Bank. Prior to joining the Bank, he was Executive Vice President, Director of National Operations, and Chief Information Officer for PaineWebber, Inc., New York, New York from 1985 to 1990.
Kathleen J. Burke was appointed Executive Vice President and Personnel Relations Officer of the Parent and Executive Vice President of the Bank on April 22, 1992 and Group Executive Vice President of the Bank on April 27, 1992. From 1989 to 1992, Ms. Burke served as Executive Vice President of SPC and SPNB. She also served as Executive Vice President and Secretary of SPC and SPNB from May 1989 to June 1989, Senior Vice President and Secretary from April 1988 to May 1989, and First Vice President and Assistant Secretary from December 1987 to April 1988.
The present term of office for each of the officers named above will expire on May 26, 1994 or on their earlier retirement, resignation, or removal. There is no family relationship between any such officers.
================================================================================ Item 11.
Item 11. Executive Compensation - --------------------------------------------------------------------------------
Information concerning executive compensation is incorporated by reference from the text under the captions, "Corporate Governance-Director Remuneration, Retirement Policy and Attendance" and "Executive Compensation, Benefits and Related Matters" (excluding the material under the headings "Report of the Executive Personnel and Compensation Committee" and "Shareholder Return Performance Graph" therein) in the Proxy Statement for the May 26, 1994 Annual Meeting of Shareholders.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management - --------------------------------------------------------------------------------
Information concerning ownership of equity stock of the Parent by certain beneficial owners and management is incorporated by reference from the text under the caption, "Ownership of BAC Stock and Equivalents" in the Proxy Statement for the May 26, 1994 Annual Meeting of Shareholders.
Item 13.
Item 13. Certain Relationships and Related Transactions - --------------------------------------------------------------------------------
Information concerning certain relationships and related transactions with officers and directors is incorporated by reference from the text under the caption, "Executive Compensation, Benefits and Related Matters" in the Proxy Statement for the May 26, 1994 Annual Meeting of Shareholders.
PART IV
================================================================================ Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - --------------------------------------------------------------------------------
(a)(1) The report of independent auditors and the following Financial consolidated financial statements of the Corporation are Statements incorporated herein by reference from the 1993 Annual Report to Shareholders; page number references are to the 1993 Annual Report to Shareholders.
- -------------------------------------------------------------------------------- (a)(2) Schedules to the consolidated financial statements (Nos. I and Financial II of Rule 9-07) for which provision is made in the applicable Statement accounting regulation of the Securities and Exchange Commission Schedules (Regulation S-X) are inapplicable and, therefore, are not included.
Financial statements and summarized financial information of unconsolidated subsidiaries or 50% or less owned persons accounted for by the equity method are not included as such subsidiaries do not, either individually or in the aggregate, constitute a significant subsidiary.
- -------------------------------------------------------------------------------- (a)(3) Exhibits
================================================================================
- --------------------
/a/Management contract or compensatory plan, contract, or arrangement.
------------------------- /a/Management contract or compensatory contract, or arrangement.
- --------------------------------------------------------------------------------
(b)Reports on During the fourth quarter of 1993, the Parent filed a report on Form 8-K Form 8-K dated October 20, 1993. The October 20, 1993 report filed, pursuant to Items 5 and 7 of the report, a copy of the Parent's press release titled "BankAmerica Third Quarter Earnings." After the fourth quarter of 1993, the Parent filed reports on Form 8-K dated January 19, 1994, January 27, 1994, and March 11, 1994. The January 19, 1994 report filed, pursuant to Items 5 and 7 of the report, a copy of the Parent's press release titled "BankAmerica Fourth Quarter Earnings." The January 27, 1994 report disclosed, pursuant to Items 5 and 7 of the report, Continental's agreement to merge with and into the Parent and a related stock option agreement to purchase Continental common stock dated as of January 27, 1994. The March 11, 1994 report disclosed, pursuant to Items 5 and 7 of the report, certain information regarding the pending Continental acquisition.
SIGNATURES
================================================================================ Pursuant to the requirements of Section 13 or 15(d) 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.
March 16, 1994 BANKAMERICA CORPORATION
By /s/ Joseph B. Tharp ------------------------------ (Joseph B. Tharp, Executive Vice President and Financial Controller)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title
Principal Executive Officer and Director:
/s/ Richard M. Rosenberg Chairman of the Board and Chief - ----------------------------------------- Executive Officer (Richard M. Rosenberg)
Principal Financial Officer and Director:
/s/ Lewis W. Coleman Vice Chairman of the Board and - ----------------------------------------- Chief Financial Officer (Lewis W. Coleman)
Principal Accounting Officer:
/s/ Joseph B. Tharp Executive Vice President - ----------------------------------------- and Finacial Controller (Joseph B. Tharp)
Directors:
JOSEPH F. ALIBRANDI* Director FRANK L. HOPE, JR.* Director PETER B. BEDFORD* Director LAWRENCE O. KITCHEN* Director ANDREW F. BRIMMER* Director IGNACIO E. LOZANO, JR.* Director RICHARD A. CLARKE* Director CORNELL C. MAIER* Director TIMM F. CRULL* Director WALTER E. MASSEY* Director C. R. DAHL* Director RUBEN F. METTLER* Director KATHLEEN FELDSTEIN* Director A. MICHAEL SPENCE* Director DONALD E. GUINN* Director JACQUES S. YEAGER* Director PHILIP M. HAWLEY* Director
A majority of the members of the Board of Directors.
*By /s/ Cheryl Sorokin ---------------------------------- (Cheryl Sorokin, Attorney-in-Fact)
Dated: March 16, 1994
Other information about BankAmerica Corporation may be found it its Quarterly Reports to Shareholders and its Annual Report to Shareholders. These reports, as well as additional copies of this Form 10-K, may be obtained from:
Corporate Public Relations #3124 Bank of America P.O. Box 37000 San Francisco, CA 94137
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[BANKAMERICA CORPORATION LOGO APPEARS HERE]
BankAmerica Corporation
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NL-9 2-94 Recycled [Recycled paper logo appears here] Paper
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------------------------------ /a/Management contract or compensatory plan, contract, or arrangement.
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- ------------------------------------
/a/ Management contract or compensatory plan, contract, or arrangement.