B of A Holders OK Anti-Takeover Bylaw

SAN FRANCISCO —  BankAmerica shareholders on Tuesday approved an amendment to the company’s bylaws designed to thwart any hostile takeover attempt.

The measure requires that any major action by the firm’s stockholders--such as approval of a merger--be taken only at a full meeting of the shareholder body. The amendment was approved by holders of 54% of the company’s outstanding shares and by 83% of those being voted on this question.

Officials of the bank holding company said the provision would discourage unwanted bids by making them costly and time-consuming. Previously, shareholder approval for a merger or other major action could be acquired by simple written consent.

BankAmerica, parent of Bank of America, the nation’s second-largest bank, has rebuffed recent efforts by First Interstate Bancorp of Los Angeles and New York financier Sanford I. Weill to assume control of the bank.

Bank President Samuel H. Armacost told reporters that the bank is “not considering or discussing” a merger with First Interstate or anyone else, but he did not rule out some kind of combination in the future.

Armacost and Chairman Leland S. Prussia faced sometimes hostile questioning from a large crowd of shareholders at the company’s annual meeting here Tuesday.

The audience was dominated by elderly individuals, who represent a sizable proportion of the company’s 160,000 stockholders. Many of the questions concerned when the bank would restore the common stock dividend, which was suspended in January, when the bank announced 1985 losses of $337 million.

Armacost said during the meeting that the dividend will be reinstated when the bank registers several consecutive profitable quarters. The bank earned $63 million in the first quarter of 1986.

Later, answering reporters’ questions, Armacost predicted that the company will be profitable for all of 1986 and might therefore consider reinstating the dividend toward the end of the year if the projections hold up.

In other business, shareholders rejected proposals to halt the bank’s charitable contributions, cut all ties to South Africa and restructure or write off loans to poor African and Latin American countries.