As filed with the Securities and Exchange Commission on September 14, 2006
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):
September
6, 2006
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))
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ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Bank of America Corporation (the "Registrant") maintains a $30 billion Euro Medium-Term Note Program (the "Program") which provides for the issuance, from time to time, of its senior and subordinated debt securities in the international capital markets. Under the Program, the Registrant may issue unsecured medium-term notes with such terms, including currency, rate and maturity, as are agreed between the Registrant and the purchasers of the notes at the time of sale. These notes are issued pursuant to the terms of an Amended and Restated Agency Agreement dated August 21, 2006, between the Registrant and JPMorgan Chase Bank, N.A., London Branch, as issuing and principal paying agent. On September 12, 2006, the Registrant issued Euro 1,250,000,000 Floating Rate Senior Notes, due 2013. The notes bear interest at a rate of 3-month EURIBOR plus 0.15 percent, payable quarterly.
As of September 12, 2006, there was approximately U.S. $20.1 billion (or its equivalent in other currencies) in principal amount of notes outstanding under the program, leaving approximately U.S. $ 9.9 billion (or its equivalent in other currencies) available for issuance under the program as of that date.
Notes are issued under the Program pursuant to Regulation S under the Securities Act of 1933, as amended (the "Act"); are not registered under the Act; and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from the registration requirements of the Act.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITYHOLDERS.
Upon issuance of the Series D Preferred Stock (as defined in Item 5.03 below) on September 14, 2006, the ability of the Registrant to declare or pay dividends or distributions on, or repurchase, redeem or otherwise acquire for consideration, shares of its Junior Stock (as defined below) will be subject to certain restrictions in the event that the Registrant fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series D Preferred Stock. "Junior Stock" means the Registrant's common stock and any other class or series of stock of the Registrant now existing or hereafter authorized over which the Series D Preferred Stock has preference or priority in the payment of dividends. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On September 13, 2006, the Registrant filed a Certificate of Designations (the "Certificate of Designations") with the Delaware Secretary of State for the purpose of amending its Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of its 6.204% Non-Cumulative Preferred Stock, Series D, $0.01 par value per share (the "Series D Preferred Stock"). The Series D Preferred Stock has a liquidation preference of $25,000 per share. The Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
ITEM 8.01. OTHER ITEMS.
By action dated September 6, 2006, a Committee previously appointed by the Board of Directors of the Registrant approved the public offering of 30,000,000 Depositary Shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of the Series D Preferred Stock, to various underwriters (the "Underwriters") and otherwise established the terms and conditions of the Depositary Shares and the sale thereof. On September 6, 2006, the Registrant entered into an underwriting agreement with the various Underwriters (the "Underwriting Agreement") for the Depositary Shares. In addition, pursuant to the Underwriting Agreement, the Registrant granted the Underwriters an over-allotment option to purchase up to an additional 4,500,000 Depositary Shares. The terms of the offering and the Depositary Shares are described in the Registrant's Prospectus dated May 5, 2006 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Final Prospectus Supplement dated September 6, 2006. The Underwriting Agreement is included as Exhibit 1.1 hereto.
The Depositary Shares were issued pursuant to the Registrant's Registration Statement on Form S-3, Registration No. 333-133852, on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are filed herewith:
|
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
|
1.1 |
Underwriting Agreement, dated September 6, 2006 with
respect to the offering of 30,000,000 Depositary Shares, each representing a
1/1000th Interest in a share of Bank of America Corporation 6.204%
Non-cumulative Preferred Stock, Series D |
|
3.1 |
Certificate of Designations for the Series D Preferred
Stock |
|
4.1 |
Deposit Agreement, dated September 6, 2006, among the
Registrant, Computershare Shareholder Services, Inc., Computershare Trust
Company, N.A. and the Holders from time to time of the Depositary Receipts |
|
4.2 |
Form of Certificate for the Preferred Stock |
|
4.3 |
Form of Depositary Receipt for the Depositary Shares |
|
5.1 |
Opinion of Helms Mulliss & Wicker, PLLC, regarding legality of the Series D Preferred Stock and the Depositary Shares |
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: September 14, 2006
INDEX TO EXHIBITS
|
EXHIBIT NO. |
DESCRIPTION OF
EXHIBIT |
|
1.1 |
Underwriting Agreement, dated September 6, 2006 with
respect to the offering of the 30,000,000 Depositary Shares, each
representing a 1/1000th Interest in a share of Bank of America Corporation
6.204% Non-cumulative Preferred Stock, Series D |
|
3.1 |
Certificate of Designations for the Series D Preferred
Stock |
|
4.1 |
Deposit Agreement, dated September 6, 2006, among the
Registrant, Computershare Shareholder Services, Inc., Computershare Trust
Company, N.A. and the Holders from time to time of the Depositary Receipts |
|
4.2 |
Form of Certificate for the Preferred Stock |
|
4.3 |
Form of Depositary Receipt for the Depositary Shares |
|
5.1 |
Opinion of Helms Mulliss & Wicker, PLLC, regarding legality of the Series D Preferred Stock and the Depositary Shares |