As filed with the Securities and Exchange Commission on August 1, 2006.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8‑A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANK OF AMERICA CORPORATION |
BAC CAPITAL TRUST XII |
Delaware |
Delaware |
56‑0906609 |
20-7020697 |
BANK OF AMERICA CORPORATION |
28255 |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class 6⅞% Capital Securities of BAC Capital Trust XII |
Name of each exchange on which New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. /x/
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. / /
Securities Act registration statement file numbers to which this form relates: 333-123714 and 333-123714-02
Securities to be registered pursuant to Section 12(g) of
the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The securities to be registered hereby are (i) the 6⅞% Capital Securities (the "Capital Securities") of BAC Capital Trust XII (the "Trust"), a Delaware statutory trust, and (ii) the guarantee related thereto by Bank of America Corporation (the "Corporation"), a Delaware corporation. The Capital Securities represent undivided preferred beneficial interests in the Trust and are guaranteed by the Corporation, to the extent set forth in the form of Capital Securities Guarantee Agreement of the Corporation (the "Capital Securities Guarantee"). The form of Capital Securities Guarantee is incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 (Registration No. 333-123714) filed by the Corporation and the Trust with the Securities and Exchange Commission (the "Commission") on March 31, 2005 (as amended, the "1933 Act Registration Statement"). For a description of the Capital Securities and the Capital Securities Guarantee covered by the 1933 Act Registration Statement, see the descriptions under the captions "Description of Capital Securities," "Description of Junior Subordinated Notes" and "Description of Guarantee" in the prospectus that constitutes part of the 1933 Act Registration Statement, including the prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 on July 27, 2006 (as supplemented, the "Prospectus"). The Prospectus is incorporated by reference into this registration statement.
Item 2. Exhibits
Exhibit |
Description and Method of Filing
|
1 |
1933 Act Registration Statement,
incorporated herein by reference. |
2 |
Certificate of Trust of BAC
Capital Trust XII, incorporated herein by reference to Exhibit 4.6 to the
1933 Act Registration Statement. |
3 |
Declaration of Trust of BAC
Capital Trust XII, incorporated herein by reference to Exhibit 4.12 to the
1933 Act Registration Statement. |
4 |
Form of Amended and Restated Declaration
of Trust of BAC Capital Trust XII, incorporated herein by reference to
Exhibit 4.13 to the 1933 Act Registration Statement. |
5 |
Form of Capital Securities
Guarantee, incorporated herein by reference to Exhibit 4.18 to the 1933 Act
Registration Statement. |
6 |
Restated Indenture, incorporated
herein by reference to Exhibit 4.10 to the Registration Statement on Form S-3
(File No. 333-70984). |
7 |
Form of Supplemental Indenture,
incorporated herein by reference to Exhibit 4.15 to the 1933 Act Registration
Statement. |
8 |
Form of Capital Security (included in Exhibit 4). |
2
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: August 1, 2006.
BANK OF AMERICA CORPORATION By: /s/ KAREN A. GOSNELL |
|
BAC CAPITAL TRUST XII By: /s/ JAMES T. HOUGHTON |
|
By: /s/ KAREN A. GOSNELL |
|