OMB APPROVAL EXPIRES: October 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* BankAmerica Corporation (formerly Continental Bank Corporation*) - ------------------------------------------------------------------- (Name of Issuer) Common Stock** - ------------------------------------------------------------------- (Title of Class of Securities) 06605010 - -------------- (CUSIP NUMBER) Check the following box if a fee is being paid with this statement.[ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------- *Acquired by BankAmerica Corporation in September of 1994. **The amount reflect in Item 9 of the cover pages may include common stock issuable upon conversion of 8% Series G Preferred Stock ("Preferred Stock") (CUSIP 06605070). In the aggregate, Merrill Lynch & Co., Inc. may be deemed to beneficially own 1,316 shares of such Common Stock and 1,200 shares of Preferred Stock. Page 2 of 11 Pages CUSIP NO. 06605010 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,542,223 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,542,223 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,542,223 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 3 of 11 Pages CUSIP NO. 06605010 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Group, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,393,694 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,393,694 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,393,694 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 4 of 11 Pages CUSIP NO. 06605010 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Princeton Services, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,200,715 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,200,715 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,715 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 5 of 11 Pages CUSIP NO. 06605010 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Asset Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,200,715 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,200,715 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,715 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12. TYPE OF REPORTING PERSON* IV *SEE INSTRUCTION BEFORE FILING OUT! Page 6 of 11 Pages SCHEDULE 13G ITEM 1 (a) Name of Issuer: -------------- BankAmerica Corporation ITEM 1 (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- Bank of America Center Corporate Secretary's Office 3018 P.O. Box 37000 San Francisco, CA 94137 ITEM 2 (a) Name of Persons Filing: --------------------- Merrill Lynch & Co., Inc. Merrill Lynch Group, Inc.. Princeton Services, Inc. Merrill Lynch Asset Management, L.P. ITEM 2 (b) Address of Principal Business Office or, if none, Residence: ----------------------------------------------------------- Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Merrill Lynch Group, Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Princeton Services, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Asset Management, L.P. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Page 7 of 11 Pages ITEM 2 (c) Citizenship: ----------- See Item 4 of Cover Pages ITEM 2 (d) Title of Class of Securities: ---------------------------- Common Stock ITEM 2 (e) CUSIP NUMBER: 06605010 ITEM 3 Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML Group") and Princeton Services, Inc. ("PSI") are parent holding companies, in accordance with (S) 240.13d-1(b) (ii) (G). Merrill Lynch Asset Management, L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM") is an investment adviser registered under (S) 203 of the Investment Advisers Act of 1940. ITEM 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co., ML Group, PSI and MLAM (the "Reporting Persons") disclaim beneficial ownership of the securities of BankAmerica Corporation (the "Company") referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of the Company covered by this statement. (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of the Cover Pages (iii) sole power to dispose of or to direct the disposition of: See Item 7 of Cover Pages Page 8 of 11 Pages (iv) share power to dispose of or direct the disposition of: See Item 8 of Cover Pages ITEM 5 Ownership of Five Percent or Less of a Class. -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]. ITEM 6 Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not Applicable ITEM 7 Identification and Classification of the Subsidiary Which --------------------------------------------------------- Acquired the Security Being Reported on by the Parent Holding Company. --------------------------------------------------------------------- See Exhibit A ITEM 8 Identification and Classification of Members of the Group. ---------------------------------------------------------- Not Applicable Page 9 of 11 Pages ITEM 9 Notice of Dissolution of Group. ------------------------------ Not Applicable ITEM 10 Certification ------------- By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 10, 1995 Merrill Lynch & Co, Inc. /s/ David L. Dick - ---------------------------- Name: David L. Dick Title: Assistant Secretary Merrill Lynch Group, Inc. /s/ David L. Dick - ----------------------------- Name: David L. Dick Title: Secretary Princeton Services, Inc. /s/ David L. Dick - ----------------------------- Name: David L. Dick Title: Attorney-In-Fact* - ------------------------------------ * Signed pursuant to a power of attorney, dated February 10, 1994, included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch Group, Inc. et. al. on February 14, 1994 with respect to Dial REIT Inc. Page 10 of 11 Pages Merrill Lynch Asset Management, L.P. By: Princeton Services, Inc. (General Partner) /s/ David L. Dick - ------------------------- Name: David L. Dick Title Attorney-In-Fact* * Signed pursuant to a power of attorney, dated February 10, 1994, included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch & Co, Inc. et. al. on February 14, 1994 with respect to Dial REIT Inc. Page 11 of 11 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- Three of the persons filing this report, Merrill Lynch & Co., Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), Merrill Lynch Group, Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML Group"), and Princeton Services, Inc. a Delaware corporation with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey, ("PSI") are parent holding companies pursuant to (S)240 13d-1(b) (1) (ii) (G). The relevant subsidiaries of Merrill Lynch & Co. are Merrill Lynch Pierce, Fenner and Smith Incorporated ("MLPF&S"), ML Group and PSI, which is the general partner of Merrill Lynch Asset Management, L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM"). The relevant subsidiary of Merrill Lynch Group is PSI. MLPF&S is a direct wholly-owned subisdiary of ML&Co. and a broker-dealer with its principal place of businees at 250 Vesey Street, New York, New York, registered pursuant to the Securities Exchange Act of 1934. MLPF&S may be deemed the beneficial owner of certain securities of BankAmerica Corporation (the "Company") held in customer accounts over which MLPF&S has discretionary power, or as a result of its proprietary trading activity in addition to shares held by unit investment trusts for which MLPF&S is the sponsor. ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be the beneficial owner of 0.4% of the common stock of the Company by virtue of its control of its wholly-owned subsidiary, PSI and one or more Merrill Lynch trust companies and Merrill Lynch Bank Suisse, S.A. (Bank Suisse). The trust companies, each of which is a wholly-owned direct subsidiary of ML Group and a bank as defined in Section 3(a)(6) of the Act, own less than 5% of the common stock of the Company. Merrill Lynch Bank Suisse, S.A., a bank organized and existing under the laws of Switzerland, is an indirect wholly-owned subsidiary of ML Group and is treated, pursuant to a "no action" letter issued to ML&Co. dated November 24, 1993 from the staff of the Division of Corporation Finance of the Securities and Exchange Commission, as an institutional investor within the meaning of (S) 240.13d-1(b)(1)(ii)(A)(G) for purposes of Schedule 13G reporting. Bank Suisse may be deemed to beneficially own certain of the securities reported herein. PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be the beneficial owner of 0.3% of the common stock of the Company by virtue of its being the general partner of MLAM. MLAM, a Delaware limited partnership with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. MLAM may be deemed to be the beneficial owner of 0.3% of the common stock of the Company by virtue of its acting as investment adviser to investment companies registered under Section 8 of the Investment Company Act of 1940. No one investment company advised by MLAM owns more than 5% of the securities of the Company. Pursuant to (S)240.13d-4, ML & Co., ML Group, MLPF&S, Merrill Lynch trust companies, Bank Suisse, PSI and MLAM disclaim beneficial ownership of the securities of the Company, and the filing of this Schedule 13G shall not be construed as an admission that any such entity is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities of the Company, other than, in the case of ML&Co. and MLPF&S, securities of the Company held by MLPF&S in proprietary accounts.