ITEM 3. LEGAL PROCEEDINGS - --------------------------------------------------------------------------------
Due to the nature of its business, BAC is subject to various threatened or filed legal actions. Although the amount of the ultimate exposure, if any, cannot be determined at this time, BAC, 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
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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 pages 17, 18, 45 through 47, Note 29 on pages 81 through 83, and Note 31 on page 85 of the 1996 Annual Report to Shareholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA - --------------------------------------------------------------------------------
Selected financial data is incorporated by reference from pages 17 and 18 of the 1996 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 17 through 47 of the 1996 Annual Report to Shareholders.
FORWARD-LOOKING From time to time, the Parent makes forward-looking STATEMENTS statements. Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto.
The Parent may include forward-looking statements in its periodic reports to the Securities and Exchange Commission on Forms 10-K, 10-Q, and 8-K, in its annual report to shareholders, in its proxy statement, in other written materials, and in statements made by senior management to analysts, institutional investors, representatives of the media, and others.
By their very nature, forward looking statements are subject to uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward- looking statements will not be achieved. Actual results may differ materially due to a variety of factors. Among the uncertainties to which the Parent's forward-looking statements are subject are credit risk, market risk, liquidity risk, operational risk, settlement risk, and capital risk. See pages 39 through 47 of the Parent's 1996 Annual Report to Shareholders for a discussion of these risks. In addition, various events can create uncertainties to which the Parent's forward-looking statements are subject. These events include, but are not limited to, technological changes; the effects of competition or of legislative or regulatory developments (see "Competition" and "Supervision and Regulation" on pages 15 through 19); changes in fiscal monetary and tax policies of the United States and other countries in which the Parent does business; political or social developments, including war, civil unrest or terrorist activity; the possibility of foreign exchange controls, expropriation, nationalization or
================================================================================ confiscation of assets in countries in which the Parent conducts business; and natural disasters (including earthquakes). When relying on forward-looking statements to make decisions with respect to the Parent, investors and others should carefully consider these and other uncertainties and events, whether or not the statements are described as forward-looking.
Forward-looking statements made by the Parent are intended to apply only at the time they are made, unless explicitly stated to the contrary. Moreover, whether or not stated in connection with a forward-looking statement, the Parent undertakes no obligation to correct or update a forward-looking statement should the Parent later become aware that it is not likely to be achieved. If the Parent were to update or correct a forward-looking statement, investors and others should not conclude that the Parent will make additional updates or corrections thereafter.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - --------------------------------------------------------------------------------
The Report of Independent Auditors, the consolidated financial statements, and the notes to consolidated financial statements are incorporated by reference from pages 49 through 85 of the 1996 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" (excluding the material under the headings "Report of the Executive Personnel and Compensation Committee" and "Shareholder Return Performance Graph" therein) and "Item No. 1--Election of Directors" in the Proxy Statement for the May 22, 1997 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, 1997 is set forth below.
DAVID A. COULTER was appointed Chairman of the Board on May 23, 1996 and as Chief Executive Officer of the Parent and the Bank on January 1, 1996, in addition to his title as President. He was appointed to the Board of Directors of the Parent and the Bank on October 2, 1995. He was appointed President of the Parent and the Bank on August 7, 1995. Previously he was Vice Chairman of the Parent and the Bank from February 1993 to August 1995. He was appointed Group Executive Vice President of the Bank on April 27, 1992. He was Executive Vice President of the Bank and head of the Bank's U.S. Corporate Group from 1990 to 1992.
KATHLEEN J. BURKE was appointed Vice Chairman of the Parent and the Bank on March 14, 1994, in addition to her title as Personnel Relations Officer of the Parent. She 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. Previously, she was Executive Vice President and Director of Human Resources of Security Pacific Corporation and its principal subsidiary, Security Pacific National Bank from 1989 to 1992.
================================================================================
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.
MICHAEL J. MURRAY was appointed Vice Chairman of the Parent and the Bank on October 2, 1995. Previously, he was Group Executive Vice President responsible for the Bank's U.S. Corporate Group from September 1994 to September 1995. From 1993 to 1994, Mr. Murray served as Vice Chairman of Continental. Previously, he was Executive Vice President and head of Corporate Banking for Continental from 1991 to 1993.
MICHAEL E. O'NEILL was appointed Vice Chairman and Chief Financial Officer of the Parent and the Bank on December 4, 1995. Previously, he was Group Executive Vice President of the Bank and head of the Global Equity Investments Group from September 1994 to November 1995. From 1993 to 1994, Mr. O'Neill served as Chief Financial Officer of Continental. Previously, he was Chief of Staff of Capital Markets Investments and Trading for Continental from 1990 to 1993.
THOMAS E. PETERSON was appointed Vice Chairman of the Parent and the Bank on February 5, 1990.
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 as the head of Credit Policy for the Bank.
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.
The present term of office for the officers named above will expire on May 22, 1997 or on their earlier retirement, resignation, or removal. There is no family relationship among 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, Stock Ownership Guidelines, Retirement, and Director 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 22, 1997 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, "Security Ownership of Certain Beneficial Owners" in the Proxy Statement for the May 22, 1997 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" (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 22, 1997 Annual Meeting of Shareholders.
PART IV
================================================================================ ITEM 14.
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - --------------------------------------------------------------------------------
(a)(1) FINANCIAL The report of independent auditors and the following STATEMENTS consolidated financial statements of BAC are incorporated herein by reference from the 1996 Annual Report to Shareholders. Page number references are to the 1996 Annual Report to Shareholders.
- --------------------------------------------------------------------------------
(a)(2) FINANCIAL Schedules to the consolidated financial statements (Nos. STATEMENT I and II of Rule 9-07) for which provision is made in the SCHEDULES applicable accounting regulation of the Securities and Exchange Commission (Regulation S-X) are inapplicable and therefore, are not included.
Financial statements and summarized financial information of unconsolidated subsidiaries or 50 percent 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 plan, contract, or arrangement. - --------------------------------------------------------------------------------
(B) REPORTS ON During the fourth quarter of 1996, the Parent filed reports FORM 8-K on Form 8-K dated October 16, 1996, December 12, 1996, and December 19, 1996. The October 16, 1996 report filed, pursuant to Items 5 and 7 of the report, a copy of the Parent's press release titled "BankAmerica Third Quarter Earnings." The December 12, 1996 report disclosed, pursuant to Item 5 of the report, a fourth quarter restructuring charge as a result of the restructuring of the Parent's business activities. The December 19, 1996 report filed, pursuant to Items 5 and 7 of the report, a copy of the Parent's press release titled "BA Merchant Services, Inc. Announces Public Offering of 14 Million Shares of Class A Common Stock; BankAmerica Corporation Expects $145 Million Fourth-Quarter After-Tax Gain." After the fourth quarter of 1996, the Parent filed reports on Form 8-K dated January 15, 1997, February 3, 1997, and March 3, 1997. The January 15, 1997 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 February 3, 1997 report filed, pursuant to Items 5 and 7 of the report, a copy of the Parent's press release titled "BankAmerica Board Extends Stock Repurchase Program, Increases Common Stock Dividend, Approves Premium Price Stock Option Plan." The March 3, 1997 report filed, pursuant to Items 5 and 7 of the report, a copy of the Parent's press release titled, "BankAmerica Announces Intention to Split Stock."
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 14, 1997 BANKAMERICA CORPORATION
/s/ JOHN J. HIGGINS --------------------- (John J. Higgins Executive Vice President and Chief Accounting Officer)
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.
A majority of the members of the Board of Directors.
*By /s/ CHERYL A. SOROKIN ------------------------------- (Cheryl A. Sorokin, Attorney-in-Fact)
Dated: March 14, 1997
Other information about BankAmerica Corporation may be found in its quarterly Analytical Review and Form 10-Q and its Annual Report to Shareholders. These reports, as well as additional copies of this Form 10-K, may be obtained from:
Bank of America Corporate Public Relations #13124 P.O. Box 37000 San Francisco, CA 94137
Information Online - Corporate disclosure documents filed with the Securities and Exchange Commission by BankAmerica Corporation and other companies can be obtained from the Securities and Exchange Commission's home page on the World Wide Web (http://www.sec.gov).
[LOGO OF BANKAMERICA CORPORATION APPEARS HERE]
BankAmerica
NL-9 3-97
(Receycled paper logo appears here) Recycled paper
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EXHIBIT INDEX
---------------------- /a/Management contract or compensatory plan, contract, or arrangement.