As filed with the Securities and Exchange Commission on December 4, 2007
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):
November
29, 2007
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 November 29, 2007, a Committee previously appointed by the Board of Directors of the Registrant approved the public offering of $3,500,000,000 in aggregate principal amount of the Registrant's 5.75% Senior Notes, due December 2017 (the "Notes") to Banc of America Securities LLC, Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., Cabrera Capital Markets, LLC and Muriel Siebert & Co., Inc. (the "Underwriters") and otherwise established the terms and conditions of the Notes and the sale thereof.
On November 29, 2007, the Registrant entered into an underwriting agreement with the Underwriters (the "Underwriting Agreement") for the Notes. The terms of the offering of the Notes are described in the Registrant's Prospectus dated May 5, 2006 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Global Prospectus Supplement dated November 29, 2007. The Underwriting Agreement is attached as Exhibit 1.1 hereto.
The Notes were issued pursuant to the Registrant's Registration Statement on Form S-3, Registration No. 333-133852 (the "Registration Statement No. 333-133852"), on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended. The Registration Statement No. 333-133852 registers 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.
(d) Exhibits.
The following exhibits are filed herewith:
|
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
|
1.1 |
Underwriting Agreement, dated November 29, 2007, with respect to the offering of the 5.75% Senior Notes, due December 2017 |
|
4.1 |
Form of the 5.75% Senior Notes, due December 2017 |
|
5.1 |
Opinion of Helms Mulliss & Wicker, PLLC, regarding the legality of the 5.75% Senior Notes, due December 2017 |
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: December 4, 2007
INDEX TO EXHIBITS
|
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
|
1.1 |
Underwriting Agreement, dated November 29, 2007, with respect to the offering of the 5.75% Senior Notes, due December 2017 |
|
4.1 |
Form of the 5.75% Senior Notes, due December 2017 |
|
5.1 |
Opinion of Helms Mulliss & Wicker, PLLC, regarding the legality of the 5.75% Senior Notes, due December 2017 |