Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Bank of America Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 56-0906609
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Bank of America Corporate Center 28255
100 North Tryon Street (Zip Code)
Charlotte, North Carolina
(Address of Principal Executive Offices)
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Bank of America Corporation Key Employee Stock Plan
(Full Title of the Plan)
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PAUL J. POLKING, ESQ.
General Counsel
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(Name and Address of Agent for Service)
(888) 279-3457
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit (1) Price(1) Fee
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Common Stock 30,000,000 shares $47.28 $1,418,400,000 $354,600
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(1) Determined on the basis of the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange on January 8, 2001
in accordance with Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act.
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers additional securities
of the same class as other securities for which Registration Statements on Form
S-8 relating to the Bank of America Corporation Key Employee Stock Plan are
effective. Accordingly, pursuant to General Instruction E to Form S-8, Bank of
America Corporation (the "Registrant") hereby incorporates by reference herein
the contents of such Registration Statements on Form S-8 (Registration Nos.
33-60695 and 333-58657) and hereby deems such contents to be a part hereof,
except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been heretofore filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, and Current
Reports on Form 8-K filed since January 1, 2000; and
(c) The description of the Registrant's Common Stock contained
in its registration statement filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating such description,
including the Registrant's Current Report on Form 8-K filed September 28, 1998.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement
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contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The Registrant will provide without charge to each participant in the
Bank of America Corporation Key Employee Stock Plan, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such documents). Written requests for
such copies should be directed to Charles J. Cooley, Corporate Personnel
Executive, Bank of America Corporation, Bank of America Corporate Center, 100
North Tryon Street, Charlotte, North Carolina 28255. Telephone requests may be
directed to (888) 279-3457.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference in
this Registration Statement.
Exhibit No. Description of Exhibit
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5.1 Opinion of Paul J. Polking, Esq., General Counsel of
the Registrant, as to the legality of the securities
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel of
the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolution.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on January 12,
2001.
BANK OF AMERICA CORPORATION
By: */s/ Hugh L. McColl, Jr.
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Hugh L. McColl, Jr.
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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*/s/ Hugh L. McColl, Jr. Chairman, Chief January 12, 2001
- --------------------------- Executive Officer
Hugh L. McColl, Jr. and Director
(Principal Executive Officer)
*/s/ James H. Hance, Jr. Vice Chairman, Chief January 12, 2001
- --------------------------- Financial Officer and Director
James H. Hance, Jr. (Principal Financial Officer)
*/s/ Marc D. Oken Executive Vice President and January 12, 2001
- --------------------------- Principal Financial Executive
Marc D. Oken (Principal Accounting Officer)
*/s/ Charles W. Coker Director January 12, 2001
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Charles W. Coker
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*/s/ Alan T. Dickson Director January 12, 2001
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Alan T. Dickson
*/s/ Frank Dowd, IV Director January 12, 2001
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Frank Dowd, IV
*/s/ Kathleen F. Feldstein Director January 12, 2001
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Kathleen F. Feldstein
Director __________, 2001
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Paul Fulton
*/s/ Donald E. Guinn Director January 12, 2001
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Donald E. Guinn
Director ___________, 2001
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C. Ray Holman
*/s/ W.W. Johnson Director January 12, 2001
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W. W. Johnson
*/s/ Kenneth D. Lewis President, Chief Operating January 12, 2001
- --------------------------- Officer and Director
Kenneth D. Lewis
*/s/ Walter E. Massey Director January 12, 2001
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Walter E. Massey
*/s/ O. Temple Sloan, Jr. Director January 12, 2001
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O. Temple Sloan, Jr.
*/s/ Meredith R. Spangler Director January 12, 2001
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Meredith R. Spangler
Director ___________, 2001
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Ronald Townsend
*/s/ Jackie M. Ward Director January 12, 2001
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Jackie M. Ward
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*/s/ Virgil R. Williams Director January 12, 2001
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Virgil R. Williams
*By: /s / Charles M. Berger
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Charles M. Berger
Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit No. Description of Exhibit
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5.1 Opinion of Paul J. Polking, Esq., General Counsel of
the Registrant, as to the legality of the securities
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel of
the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolution.