As Filed with the Securities and Exchange Commission on May 6, 2005
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):
May
3, 2005
BANK OF AMERICA CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware |
1-6523 |
56-0906609 |
100 North Tryon
Street
Charlotte, North
Carolina 28255
(Address
of principal executive offices)
(800) 299-2265(Registrant's
telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
- -------------------------------------------------------------
Check the appropriate box below if the form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
==========================================================
ITEM 8.01. OTHER ITEMS.
By action dated May 3, 2005, a Committee previously appointed by the Board of Directors of the Registrant approved the public offering of an aggregate principal amount of $2,000,000,000 of the Registrant's Floating Rate Callable Senior Notes due 2008 (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 with respect to the Senior Notes are included as a part of Exhibit 99.1 hereto.
On May 3, 2005, 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 April 14, 2004 constituting a part of the Registration Statement (hereinafter described), as supplemented by a final Prospectus Supplement dated May 3, 2005. 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. 333-112708 ("Registration No. 333-112708"), on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended. Registration No. 333-112708 registered up to $30,000,000,000 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 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
|
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
|
1.1 |
Underwriting Agreement dated May 3, 2005 with respect
to the offering of the Floating Rate Callable Senior Notes, due 2008 |
|
4.1 |
Form of Floating Rate Callable Senior Note, due 2008 |
|
5.1 |
Form of Opinion of Helms Mulliss & Wicker, PLLC,
regarding legality of the Floating Rate Callable Senior Notes, due 2008 |
|
99.1 |
Resolutions dated May 3, 2005 of a Committee of the Board of Directors with respect to the terms of the offering of the Floating Rate Callable Senior Notes, due 2008 |
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: May 6, 2005
INDEX TO EXHIBITS
|
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
|
1.1 |
Underwriting Agreement dated May 3, 2005 with respect
to the offering of the Floating Rate Callable Senior Notes, due 2008 |
|
4.1 |
Form of Floating Rate Callable Senior Note, due 2008 |
|
5.1 |
Form of Opinion of Helms Mulliss & Wicker, PLLC,
regarding legality of the Floating Rate Callable Senior Notes, due 2008 |
|
99.1 |
Resolutions dated May 3, 2005 of a Committee of the Board of Directors with respect to the terms of the offering of the Floating Rate Callable Senior Notes, due 2008 |