SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BA MERCHANT SERVICES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 055239-10-7 - -------------------------------------------------------------------------------- (CUSIP Number) James W. Kiser, Secretary Bank of America National Trust and Savings Association 555 California Street, 6th Floor San Francisco, California 94104 (415) 622-2091 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Paul J. Polking Rodney R. Peck General Counsel Pillsbury Madison & Sutro LLP BankAmerica Corporation P.O. Box 7880 100 North Tryon Street San Francisco, CA 94120 Charlotte, North Carolina 28255 (415) 983-1000 (704) 386-5000 - -------------------------------------------------------------------------------- October 22, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] * 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 disclosures provided in a prior cover page. The information required on 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). (CONTINUED ON FOLLOWING PAGE(S)) Page 1 of 13 Pages - ------------------------------------------------------------------------------ CUSIP NO. 055239-10-7 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE 1 PERSONS: BankAmerica Corporation - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE 2 INSTRUCTIONS) (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 WC,OO - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 (see Item 4) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 32,400,000 (see Item 4) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 (see Item 4) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 32,400,000 (see Item 4) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 32,400,000 (see Item 4) - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) 12 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 66.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 HC, CO - ------------------------------------------------------------------------------ Page 2 of 13 Pages - ------------------------------------------------------------------------------ CUSIP NO. 055239-10-7 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE 1 PERSONS: Bank of America National Trust and Savings Association - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE 2 INSTRUCTIONS) (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 WC, OO - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 (see Item 4) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 32,400,000 (see Item 4) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 (see Item 4) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 32,400,000 (see Item 4) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY 11 EACH REPORTING PERSON 32,400,000 (see Item 4) - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) 12 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 66.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 BK - ------------------------------------------------------------------------------ Page 3 of 13 Pages This Schedule 13D is being filed jointly by Bank of America National Trust and Savings Association and BankAmerica Corporation, the successor issuer to NationsBank Corporation, a North Carolina corporation ("NationsBank"), under Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Effective September 25, 1998, NationsBank was reincorporated from North Carolina to Delaware by forming a new, wholly-owned Delaware subsidiary named "NationsBank (DE) Corporation" ("NationsBank (DE)"), having no assets or liabilities other than nominal assets or liabilities, and merging NationsBank with and into NationsBank (DE) (the "Reincorporation Merger"), with NationsBank (DE) as the surviving corporation in the Reincorporation Merger and being renamed "NationsBank Corporation." On September 30, 1998, BankAmerica Corporation, a Delaware corporation, was merged with and into NationsBank (DE) (the "Merger"), with NationsBank (DE) as the surviving corporation in the Merger. In connection with the Merger, NationsBank (DE) changed its name to "BankAmerica Corporation." ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Class A Common Stock, par value $.01 per share (the "Class A Common Stock") of BA Merchant Services, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at One South Van Ness Avenue, San Francisco, California 94103. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed jointly by each of the following persons pursuant to Rule 13d-1(f) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Exchange Act: (i) BankAmerica Corporation, a Delaware corporation ("BankAmerica"); and (ii) Bank of America National Trust and Savings Association, a national trust and savings association and a wholly-owned subsidiary of BankAmerica ("Bank of America" and, together with BankAmerica, the "Reporting Persons"). BankAmerica is a bank holding company whose subsidiaries provide a diversified range of banking and nonbanking financial products and services to individuals, businesses, government agencies and financial institutions throughout the U.S. and in selected international markets. The address of the principal business and principal office of BankAmerica is 100 North Tryon Street, Charlotte, North Carolina 28255. Bank of America is a national banking association engaged in the banking business, with a variety of subsidiaries engaged in various activities, including consumer and commercial banking, consumer and commercial finance, corporate and investment banking, commercial real estate lending, private banking and investment services and other financial services. The address of the principal business and principal office of Bank of America is 555 California Street, San Francisco, California 94104. Certain information required by this Item 2 concerning the directors and executive officers of BankAmerica and Bank of America is set forth on Schedule A attached hereto, which is incorporated herein by reference. During the last five years, neither BankAmerica nor Bank of America nor, to the best of their knowledge, any of the persons listed on Schedule A attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Page 4 of 13 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Except for the shares of the Issuer described in Item 5, neither Reporting Person has acquired any shares of the Issuer as of the date hereof. As indicated in Item 4, one or both of the Reporting Persons may in the future acquire additional shares of the Issuer. If undertaken, funds for such acquisitions may come from a variety of sources, including the working capital of one or both of the Reporting Persons, existing credit or borrowing facilities of the Reporting Persons or funds from newly issued indebtedness or other securities of one or both of the Reporting Persons or the proceeds thereof. ITEM 4. PURPOSE OF TRANSACTION. On October 22, 1998, at a meeting of the Board of Directors of the Issuer, representatives of Bank of America presented a proposal to the Board of Directors of the Issuer regarding the possible acquisition for cash of all of the outstanding shares of Class A Common Stock not currently owned by BankAmerica and its subsidiaries. Bank of America indicated at such meeting a willingness to acquire such shares at a cash price per share of $15.50. It is currently anticipated that such transaction would be structured as a merger. At such Board meeting, a Special Committee of the Board of Directors of the Issuer was formed, consisting of Messrs. Donald R. Dixon, William E. Fisher and Hatim Tyabji, who are members of the Board of Directors of the Issuer and unaffiliated with BankAmerica. The Special Committee is expected to promptly engage its own legal and financial advisors to review the matter. Consummation of such transaction would be subject to the approval of the Board of Directors and the stockholders of the Issuer and negotiation of a definitive agreement, as well as other customary conditions, including receipt of all necessary regulatory approvals. The Reporting Persons reserve the option to explore the possible acquisition of the shares of Class A Common Stock not currently held by Bank of America on a basis other than a merger, including by a tender offer or otherwise. Such acquisition could, if accomplished, result in the Reporting Persons owning all or substantially all of the equity interest in the Issuer and, ultimately, in a business combination with the Issuer. Following any such transaction, the Reporting Persons could determine to combine or transfer some or all of the operations or assets of the Issuer with those of, or to, other businesses conducted by the Reporting Persons. Any such actions the Reporting Persons might undertake will depend upon the Reporting Persons' review of numerous factors, including, among other things: the availability of shares of Class A Common Stock for purchase and the price levels of such shares; general market and economic conditions; on-going evaluation of the Issuer's business, financial condition, operations, competitive position and prospects; the relative attractiveness of alternative business and investment opportunities; the actions of the management, Board of Directors and Special Committee of the Issuer; and other future developments. See Item 5. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time. Except as set forth in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Bank of America is the record owner of 32,400,000 shares of the Issuer's Class B Common Stock, which represented 100% of the Class B Common Stock outstanding at September 30, 1998. Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock upon the occurrence of certain events, as described below. Bank of America is currently entitled to cause such conversion. Thus, Bank of America may be deemed for reporting purposes to beneficially own 32,400,000 shares of Class A Common Stock of the Issuer. Bank of America's ownership of Class B Common Stock represents approximately 66.6% of the outstanding Class A and Class B Common Stock of the Issuer and approximately 95.2% of the combined voting power of the two classes of common stock. Bank of America has the power to vote, direct the vote, dispose and direct the disposition of its Class B Common Stock. For reporting purposes, BankAmerica may be deemed the beneficial owner of the shares owned by Bank of America. Page 5 of 13 Pages One share of Class B Common Stock is convertible into one share of Class A Common Stock under conditions set forth in the Issuer's Amended and Restated Certificate of Incorporation. Generally, Class B Common Stock is convertible into Class A Common Stock prior to a tax-free spin-off: a) at any time, at the holder's option; b) automatically, for any shares retained by BankAmerica or its subsidiaries after transfer of more than a 50% economic interest in the Common Stock in a single transaction to a person who is not an affiliate of BankAmerica (a "Class B Transferee"); c) automatically, upon transfer of a share to a person other than BankAmerica or its subsidiaries or a Class B Transferee or its subsidiaries; d) automatically, if shares owned by BankAmerica or its subsidiaries or a Class B Transferee or its subsidiaries in the aggregate constitute less than 30% of the economic ownership represented by the aggregate number of shares of Class A and Class B Common Stock then outstanding. Shares transferred to BankAmerica stockholders or to stockholders of a Class B Transferee in a tax-free spin-off do not convert upon such spin-off. After a tax-free spin-off, Class B shares automatically convert into Class A shares on the fifth anniversary of a tax-free spin-off, unless, prior to such tax-free spin-off, written advice of counsel is delivered to the Issuer to the effect that the conversion could adversely affect the ability to secure a tax-free ruling from the Internal Revenue Service, or the Service has adopted a non- ruling policy on tax-free spin-offs and the conversion could adversely affect the tax-free status of the distribution, in which case stockholders must approve the conversion (unless written advice of counsel is delivered to the Issuer to the effect that such stockholder vote could adversely affect the tax-free status of the distribution). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of October 30, 1998, between BankAmerica and Bank of America. Page 6 of 13 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 30, 1998. BANKAMERICA CORPORATION By /s/ Charles P. Welch -------------------------------- Charles P. Welch Senior Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By /s/ John E. Mack -------------------------------- John E. Mack Senior Vice President Page 7 of 13 Pages SCHEDULE A Directors and Executive Officers The following table sets forth the names, addresses and principal occupations of the directors and executive officers of Bank of America National Trust and Savings Association ("Bank of America"). Each such person is a citizen of the United States of America. Directors
Name Address Principal Occupation ---- ------- -------------------- Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive Officer 100 North Tryon Street Charlotte, NC 28255 David A. Coulter BankAmerica Corporation President (through October 30, 1998) 555 California Street San Francisco, CA 94104 James H. Hance, Jr. BankAmerica Corporation Vice Chairman and 100 North Tryon Street Chief Financial Officer Charlotte, NC 28255 Kenneth D. Lewis BankAmerica Corporation President, Consumer and 100 North Tryon Street Commercial Banking Charlotte, NC 28255 Michael J. Murray BankAmerica Corporation President, Global Corporate 555 California Street and Investment Banking San Francisco, CA 94104 Michael E. O'Neill BankAmerica Corporation President, Principal Investing 555 California Street and Wealth Management San Francisco, CA 94104 F. William Vandiver Jr. BankAmerica Corporation Corporate Risk Management Executive 100 North Tryon Street Charlotte, NC 28255
Page 8 of 13 Pages SCHEDULE A (continued) Executive Officers
Name Address Principal Occupation ---- ------- -------------------- Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive Officer 100 North Tryon Street Charlotte, NC 28255 David A. Coulter BankAmerica Corporation President (through October 30, 1998) 555 California Street San Francisco, CA 94104 James H. Hance, Jr. BankAmerica Corporation Vice Chairman and 100 North Tryon Street Chief Financial Officer Charlotte, NC 28255 Kenneth D. Lewis BankAmerica Corporation President, Consumer and 100 North Tryon Street Commercial Banking Charlotte, NC 28255 Michael J. Murray BankAmerica Corporation President, Global Corporate 555 California Street and Investment Banking San Francisco, CA 94104 Michael E. O'Neill BankAmerica Corporation President, Principal Investing 555 California Street and Wealth Management San Francisco, CA 94104 F. William Vandiver, Jr. BankAmerica Corporation Corporate Risk Management 100 North Tryon Street Executive Charlotte, NC 28255
Page 9 of 13 Pages SCHEDULE A (continued) The following table sets forth the names, addresses and principal occupations of the directors and executive officers of BankAmerica Corporation ("BankAmerica"). Each such person is a citizen of the United States of America. Directors
Name Address Principal Occupation ---- ------- -------------------- Charles W. Coker Post Office Box 160 Chairman, Sunoco Products Company Hartsville, SC 29551-0160 David A. Coulter BankAmerica Corporation President, BankAmerica Corporation 555 California Street (through October 30, 1998) San Francisco, CA 94104 Timm Crull c/o Hallmark Cards, Inc. Retired Chairman, Nestle USA, Inc. 1024 E. Balboa Boulevard Newport Beach, CA 92661 Alan T. Dickson 1000 Two First Union Center Chairman of the Board, Charlotte, NC 28282 Ruddick Corporation Kathleen Feldstein 147 Clifton Street President, Economic Studies, Inc. Belmont, MA 02178 Paul Fulton First Stratford Building Chairman and CEO, Bassett 101 S. Stratford Road Furniture Industries, Inc. Winston-Salem, NC 27104 Donald E. Guinn Pacific Telesis Center Chairman Emeritus, Pacific 130 Kearney Street Telesis Group Room 3704 San Francisco, CA 94108 C. Ray Holman Post Office Box 5840 Chairman and Chief Executive St. Louis, MO 63134 Officer, Mallinckrodt Inc. W.W. Johnson BankAmerica Corporation Chairman, Executive Committee, 100 North Tryon Street BankAmerica Corporation Charlotte, NC 28255 Walter Massey Office of the President President, Morehouse College 830 Westview Drive Atlanta, GA 30314
Page 10 of 13 Pages SCHEDULE A (continued) Directors (continued)
Name Address Principal Occupation ---- ------- -------------------- Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive 100 North Tryon Street Officer, BankAmerica Corporation Charlotte, NC 28255 Richard M. Rosenberg 555 California Street Retired Chairman and Chief Executive 5th Floor Officer, BankAmerica Corporation San Francisco, CA 94104 O. Temple Sloan, Jr. Post Office Box 26006 Chairman, General Parts Inc. Raleigh, NC 27611 Meredith R. Spangler 668 Hempstead Place Chairman, C.D. Spangler Foundation Charlotte, NC 28207-2320 A. Michael Spence Memorial Way, Room 140 Dean of Graduate School of Business, Stanford, CA Stanford University Ronald Townsend Gannett Television Communications Consultant c/o WTLV-TV12 1070 East Adams Street Jacksonville, FL 32202 Solomon Trujillo 1801 California Street President and Chief Executive Officer, 52nd Floor US West Communications Group Denver, CO 80202 Jackie M. Ward 5775 Peachtree-Dunwoody Rd President and CEO, Computer Building G, Fourth Floor Generation Incorporated Atlanta, GA 30342 Virgil R. Williams Post Office Box 105106 Chairman and CEO, Williams Atlanta, GA 30087 Group International, Inc. Shirley Young 14-117 General Motors Bldg. Vice President, General Motors Detroit, MI 48202 Corporation
Page 11 of 13 Pages SCHEDULE A (continued) Executive Officers
Name Address Principal Occupation ---- ------- -------------------- Hugh L. McColl, Jr. BankAmerica Corporation Chairman and Chief Executive Officer 100 North Tryon Street Charlotte, NC 28255 David A. Coulter BankAmerica Corporation President (through October 30, 1998) 555 California Street San Francisco, CA 94104 James H. Hance, Jr. BankAmerica Corporation Vice Chairman and 100 North Tryon Street Chief Financial Officer Charlotte, NC 28255 Kenneth D. Lewis BankAmerica Corporation President, Consumer and 100 North Tryon Street Commercial Banking Charlotte, NC 28255 Michael J. Murray BankAmerica Corporation President, Global Corporate 555 California Street and Investment Banking San Francisco, CA 94104 Michael E. O'Neill BankAmerica Corporation President, Principal Investing 555 California Street and Wealth Management San Francisco, CA 94104 F. William Vandiver, Jr. BankAmerica Corporation Corporate Risk Management 100 North Tryon Street Executive Charlotte, NC 28255
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