SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 25, 2002
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
100 North Tryon Street
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
By action dated January 25, 2002, a Committee previously appointed by the Board of Directors of the Registrant, approved the public offering of an aggregate principal amount of $1,500,000,000 of the Registrant's 5¼% Senior Notes, due 2007 (the "Notes"), to various underwriters (the "Underwriters") and otherwise established the terms and conditions of the Notes and the sale thereof. The resolutions of the Committee are included as Exhibit 99.1 hereto.
On January 25, 2002, the Registrant entered into an underwriting agreement with the various Underwriters (the "Underwriting Agreement") for the Notes. The terms of the offering and the Notes are described in the Registrant's Prospectus dated August 5, 1999 constituting a part of the Registration Statement (hereinafter described), as supplemented by a final Global Prospectus Supplement dated January 25, 2002. The Underwriting Agreement is included as Exhibit 1.1 hereto.
The Notes were issued pursuant to the Registrant's
Registration Statement on Form S-3, Registration No. 333-83503, as amended
("Registration No. 333-83503"), on a delayed basis pursuant to Rule 415
under the Securities Act of 1933, as amended. Registration No. 333-83503
registered up to $15,000,000,000 aggregate initial offering price of the
Registrant's unsecured debt securities (either senior or subordinated),
warrants, units and shares of its preferred stock, including depositary
shares, and common stock.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT |
| 1.1 | Underwriting Agreement dated January 25, 2002 with respect to the offering of the 5¼% Senior Notes, due 2007 |
| 4.1 | Form of 5¼% Senior Note, due 2007 |
| 5.1 | Form of Opinion of Smith Helms Mulliss & Moore, L.L.P. regarding legality of the 5¼% Senior Notes, due 2007 |
| 99.1 | Resolutions dated January 25, 2002 of a Committee of the Board of Directors with respect to the terms of the offering of the 5¼% Senior Notes, due 2007 |
| 99.2 | News Release disseminated on January 25, 2002 regarding the sale of the 5¼% Senior Notes, due 2007 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BANK OF AMERICA CORPORATION
By: /s/ TERESA M. BRENNER
TERESA M. BRENNER
Associate General Counsel
Dated: January 31, 2002
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The following exhibits are filed herewith:
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT |
| 1.1 | Underwriting Agreement dated January 25, 2002 with respect to the offering of the 5¼% Senior Notes, due 2007 |
| 4.1 | Form of 5¼% Senior Note, due 2007 |
| 5.1 | Form of Opinion of Smith Helms Mulliss & Moore, L.L.P. regarding legality of the 5¼% Senior Notes, due 2007 |
| 99.1 | Resolutions dated January 25, 2002 of a Committee of the Board of Directors with respect to the terms of the offering of the 5¼% Senior Notes, due 2007 |
| 99.2 | News Release disseminated on January 25, 2002 regarding the sale of the 5¼% Senior Notes, due 2007 |