As Filed with the Securities and Exchange Commission on October 14, 2004

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

Amendment No. 4 to

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

April 1, 2004

 

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State of Incorporation)

 

1-6523

(Commission File Number)

 

56-0906609

(IRS Employer Identification No.)

 

100 North Tryon Street

Charlotte, North Carolina

(Address of principal executive offices)

 

28255

(Zip Code)

 

(704) 386-8486

(Registrant’s telephone number, including area code)

 

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)).

 

On April 1, 2004, Bank of America Corporation (the “Company”) filed a Form 8-K under Item 2 thereto to report that it had closed its merger (the “Merger”) with FleetBoston Financial Corporation (“FleetBoston”). In response to parts (a) and (b) of Item 7 of such Form 8-K, the Company stated that it would file the required financial information by amendment, as permitted by Instructions (a)(4) and (b)(2) to Item 7 to Form 8-K. An 8-K/A was filed on April 14, 2004 providing such financial information. Additional Form 8-K/As were filed on May 7, 2004 and July 14, 2004 to provide additional financial information, and this Form 8-K/A is being filed to provide further financial information. Effective August 23, 2004, the Securities and Exchange Commission renumbered the Form 8-K item numbers. Thus, the information previously filed under Item 7 is now being filed under Item 9.01.

 

Item 9.01 Financial Statements and Exhibits

 

  (a) Financial Statements of Business Acquired.

 

The required financial statements of FleetBoston as of and for the fiscal year ended December 31, 2003 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.

 

The required financial statements of FleetBoston as of and for the quarter ended March 31, 2004 are attached hereto as Exhibit 99.4 and are incorporated in their entirety herein by reference.

 

  (b) Pro Forma Financial Information.

 

The required pro forma financial information as of and for the fiscal year ended December 31, 2003 is attached hereto as Exhibit 99.3 and is incorporated in its entirety herein by reference.

 

The required pro forma financial information as of and for the quarter ended March 31, 2004 is attached hereto as Exhibit 99.5 and is incorporated in its entirety herein by reference.

 

The required pro forma financial information as of and for the quarter ended June 30, 2004 is attached hereto as Exhibit 99.6 and is incorporated in its entirety herein by reference.

 

The required Pro Forma financial information as of and for the quarter ended September 30, 2004 and is attached hereto as Exhibit 99.7 and is incorporated in its entirety herein by reference.

 

  (c) Exhibits. The following exhibits are being filed herewith:

 

  2.1 Agreement and Plan of Merger by and between FleetBoston Financial Corporation and Bank of America Corporation dated as of October 27, 2003 (incorporated by reference from the registrant’s registration statement (Registration No. 333-110924) on Form S-4 originally filed with the Commission on December 4, 2003).

  23.1 Consent of PricewaterhouseCoopers LLP.*

 

  99.1 Press release dated April 1, 2004 with respect to the closing of the Merger.*

 

  99.2 Audited consolidated financial statements of FleetBoston as of and for the fiscal year ended December 31, 2003.*

 

  99.3 Unaudited Pro Forma Condensed Combined Financial Information as of and for the fiscal year ended December 31, 2003.*

 

  99.4 Unaudited condensed consolidated financial statements of FleetBoston as of and for the quarter ended March 31, 2004.*

 

  99.5 Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended March 31, 2004.*

 

  99.6 Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended June 30, 2004. *

 

  99.7 Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended September 30, 2004.

*previously filed

 

2

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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/ Neil A. Cotty
   

Neil A. Cotty

Chief Accounting Officer

 

Dated: October 14, 2004

 

INDEX TO EXHIBITS

 

EXHIBIT NO.
     
99.1    Press release dated April 1, 2004 with respect to the closing of the Merger.*
99.2    Audited consolidated financial statements of FleetBoston as of and for the fiscal year ended December 31, 2003.*
99.3    Unaudited Pro Forma Condensed Combined Financial Information as of and for the fiscal year ended December 31, 2003.*
99.4    Unaudited condensed consolidated financial statements of FleetBoston as of and for the quarter ended March 31, 2004.*
99.5    Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended March 31, 2004.*
99.6    Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended June 30, 2004.*
99.7    Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended September 30, 2004.