Exhibit 1(b)
UNDERWRITING AGREEMENT
___________, 199_
BankAmerica Corporation
Bank of America Center
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
We understand that BankAmerica Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell $__________ aggregate principal amount of
[Insert Title of Debt Securities (the "Offered Debt Securities")] [___ shares of
Preferred Stock, Series __ (the "Offered Preferred Stock")][____ shares of
Common Stock, par value $1.5625 per share (the "Offered Common Stock")] [___
warrants to purchase [Insert Title of Securities] (the "Offered Warrants")] [___
[Insert Title of Currency Warrants] (the "Offered Currency Warrants")] [to be
sold in units (the "Offered Units") each consisting of the amount of [Offered
Debt Securities] [Offered Preferred Stock] [Offered Common Stock] [Offered
Warrants] [Offered Currency Warrants] set forth in Schedule I hereto] (the
"Offered Securities") covered by Registration Statement No. 333-__________, as
amended. The specific terms of the Offered Securities are set forth in Schedule
I hereto. Subject to the terms and conditions set forth herein and incorporated
by reference herein, the Company hereby agrees to sell and the underwriter or
underwriters named on Schedule II hereto (such underwriter or underwriters being
herein called the "Underwriters") agree to purchase, severally and not jointly,
the amounts of such Offered Securities set forth opposite such Underwriter's
name on Schedule II hereto at a purchase price equal to [________% of their
principal amount plus accrued interest, if any, from __________, 199_ to the
date of payment and delivery and accrued amortization of original issue
discount, if any, from __________, 199_ to the date of payment and delivery]
[__________].
The Underwriters will pay for the Offered Securities at the office of
__________, __________, __________, __________, at __:00 _.m. (__________ time)
on __________, 199_ (the "Closing Date") or at such other time on the same or
such other date, not later than __________, 199_ as shall be mutually agreed
upon, upon confirmation of delivery to the Underwriters in The City of New York,
or such other place as shall be mutually agreed upon, of certificates for the
Offered Securities in such names and
denominations as the Underwriters request. Payment shall be made in the
following funds: ____________________________________________________________
The Company agrees to have the Offered Securities available for
inspection, checking and packaging by the Underwriters in __________, not later
than __:00 _.M.
(__________ time) on the business day next preceding the Closing Date.
[The Company agrees that it will not offer, sell or contract to sell or
otherwise dispose of, directly or indirectly, or announce the offering of any of
the Company's [debt securities] [preferred stock] [debt securities warrants]
[preferred stock warrants] [common stock warrants] [currency warrants]
[securities convertible into or exchangeable for the Company's common stock]
[securities ranking on a parity with the Offered Securities] [with substantially
similar terms to the Offered Securities] [common stock] until
[___________________]].
[The Representatives, as defined below, have received at the time this
Agreement is executed a letter from Ernst & Young LLP, independent public
accountants (or other independent accountants acceptable to the
Representatives), dated the date of this Agreement, as described in Section 5(e)
of the Underwriting Agreement Standard Provisions (December 1996), incorporated
in this Agreement.]
[Upon request of the Company, ___________________ will promptly advise
the Company as to whether, to its knowledge, the offering of the Offered
Securities as contemplated by this Agreement has been completed.]
[__________________________ will promptly advise the Company as to when, based
on information provided to it by the Underwriters, the offering of the Offered
Securities as contemplated by this Agreement has been completed.]
[If any one or more Underwriters shall fail to purchase and pay for any
of the Offered Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a default
in the performance of its or their obligations under this Agreement, the
nondefaulting Underwriters shall be obligated severally to take up and pay for
(in the respective proportions which the amount of Offered Securities set forth
opposite their names in Schedule II hereto bear to the aggregate amount of
Offered Securities set forth opposite the names of all the nondefaulting
Underwriters) the Offered Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate amount of Offered Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
amount of Offered Securities set forth in Schedule II hereto, the nondefaulting
Underwriters shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the
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Offered Securities, and if such nondefaulting Underwriters do not purchase all
the Offered Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this paragraph, the Closing Date shall be postponed
for such period, not exceeding seven days, as the nondefaulting Underwriters
shall determine in order that the required changes in the Registration Statement
and the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this paragraph shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.]
All the provisions contained in the document entitled BankAmerica
Corporation Underwriting Agreement Standard Provisions (December 1996), a copy
of which we have previously received, are herein incorporated by reference in
their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein. For purposes of
the Standard Provisions, the term Representatives shall mean
_____________________________.
Notices shall be sent to the Underwriters at the following address:
________________________________________________________________________________
________________________________________________________________________________
_______________________________________________________________________________.
This Agreement will be governed by and construed in accordance with the
laws of the State of __________.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and returning the signed
copy to us.
Very truly yours,
(Signed on behalf of the
Underwriters)*
By:______________________________
Title:
Accepted:
BANKAMERICA CORPORATION
By:__________________________________
Title:
Dated: __________, 199_
* To be executed by all the Underwriters listed on Schedule II hereto or by
one or more of such Underwriters on behalf of itself (themselves) and the
other Underwriters listed on Schedule II.
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Schedule I
Underwriting Agreement dated ________ __, 19__
Debt Securities
Title:
Principal amount and currency:
Purchase price (include accrued interest and
amortization, if any):
Sinking fund provisions:
Redemption provisions:
Conversion price:
Interest Rate:
Date of Maturity:
Other provisions:
Preferred Stock
Title:
Number:
Purchase price (include accrued dividends, if
any):
Liquidation value:
Dividend:
Conversion rate:
Sinking fund provisions:
Redemption Provisions:
Other provisions:
Warrants
Title:
Number:
Securities issuable upon exercise
of one Warrant:
Warrant exercise price
and currency:
Purchase Price and Currency:
Date after which Warrants
are exercisable:
Expiration Date:
Warrant Agent:
Other Provisions:
Currency Warrants
Title:
Number:
Designated currency:
Purchase price and currency:
Date after which Currency Warrants are
exercisable:
Expiration date:
Currency Warrant agent:
Other provisions:
Units
Title and principal amount of Debt Securities or title and number of shares
of Preferred Stock and title and number of Warrants, and Currency Warrants
included in one Unit:
Purchase price and currency:
Detachable date:
Other provisions:
Schedule II
Name Principal Amount or Number
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Total $
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