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):
April 17, 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)
1.800.299.2265
(Registrant's telephone number,
including area code)
ITEM 5. OTHER EVENTS.
By action dated April 17, 2002, a Committee previously appointed by the Board of Directors of the Registrant, approved the public offering of an aggregate principal amount of $1,000,000,000 of the Registrant's 6¼% Senior Notes, due 2012 (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 April 17, 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 April 17, 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed
herewith:
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|
|
| 1.1 | Underwriting Agreement dated April 17, 2002 with respect to the offering of the 6¼% Senior Notes, due 2012 |
| 4.1 | Form of 6¼% Senior Note, due 2012 |
| 5.1 | Form of Opinion of Helms Mulliss & Wicker, PLLC regarding legality of the 6¼% Senior Notes, due 2012 |
| 99.1 | Resolutions dated April 17, 2002 of a Committee of the Board of Directors with respect to the terms of the offering of the 6¼% Senior Notes, due 2012 |
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: April 23, 2002
The following exhibits are filed
herewith:
|
|
|
| 1.1 | Underwriting Agreement dated April 17, 2002 with respect to the offering of the 6¼% Senior Notes, due 2012 |
| 4.1 | Form of 6¼% Senior Note, due 2012 |
| 5.1 | Form of Opinion of Helms Mulliss & Wicker, PLLC regarding legality of the 6¼% Senior Notes, due 2012 |
| 99.1 | Resolutions dated April 17, 2002 of a Committee of the Board of Directors with respect to the terms of the offering of the 6¼% Senior Notes, due 2012 |