As filed with the Securities and Exchange Commission on November 6, 2008

 

 

 

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   COUNTRYWIDE CAPITAL V
(Exact name of registrant as specified in its charter)   (Exact name of registrant as specified in certificate of trust)

 

 

 

Delaware   Delaware
(State of incorporation or organization)   (State of incorporation or organization)

 

56-0906609   26-6019847

(IRS Employer

Identification No.)

  

(IRS Employer

Identification No.)

 

BANK OF AMERICA CORPORATION

Bank of America Corporate Center

100 North Tryon Street

Charlotte, North Carolina

   28255
(Address of principal executive offices)   (Zip Code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered

  

Name of each exchange on which each class is to be registered

7.00% Capital Securities of Countrywide Capital V

(and the Guarantees related thereto)

   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 number to which this form relates: None

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 are (i) the 7.00% Capital Securities (the “Capital Securities”) of Countrywide Capital V (the “Trust”), a Delaware statutory trust, and (ii) the guarantees related thereto by Bank of America Corporation (the “Corporation”), a Delaware corporation. Payment of amounts due on the Capital Securities originally was guaranteed, on a subordinated and joint and several basis, fully and unconditionally by Countrywide Financial Corporation (“Countrywide”). In connection with the intended transfer of substantially all of the assets of Countrywide and its wholly-owned subsidiary Countrywide Home Loans, Inc. to the Corporation and its subsidiaries, as part of the consideration for such transfer the Corporation will assume these guarantee obligations of Countrywide. In addition, in connection with this transfer, the Corporation will assume the obligations of Countrywide, as issuer of the 7.00% Junior Subordinated Deferrable Interest Debentures, due November 1, 2036 (the “Junior Subordinated Debentures”), held by the Trust.

The Capital Securities represent undivided preferred beneficial interests in the assets of the Trust and are guaranteed by the Corporation, to the extent set forth in the form of Guarantee Agreement (the “Capital Securities Guarantee”). For a description of the Capital Securities and the Capital Securities Guarantee covered by this registration statement, see the descriptions under the captions “Summary of Terms of Capital Securities,” “Summary of Terms of Subordinated Debentures” and “Guarantee of Capital Securities” contained in Countrywide’s Prospectus Supplement dated November 1, 2006 to the Prospectus dated October 27, 2006, filed with the Securities and Exchange Commission on November 3, 2006. References therein to Countrywide as guarantor of the Capital Securities or as issuer of the Junior Subordinated Debentures are deemed to be references to the Corporation.

 

Item 2. Exhibits

 

4.1

    Certificate of Trust of Countrywide Capital V, incorporated herein by reference to Exhibit 4.15 of Countrywide’s Form S-3 (Registration No. 333-74042) filed on November 28, 2001.

4.2

    Declaration of Trust of Countrywide Capital V, incorporated herein by reference to Exhibit 4.17 of Countrywide’s Form S-3 (Registration No. 333-74042) filed on November 28, 2001.

4.3

    Amended and Restated Trust Agreement of Countrywide Capital V, incorporated herein by reference to Exhibit 4.31 to Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.4

    Junior Subordinated Indenture relating to Junior Subordinated Debentures, dated as of November 8, 2006, by and between Countrywide and The Bank of New York Mellon (formerly The Bank of New York), as Trustee, incorporated herein by reference to

   Exhibit 4.28 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.5

    Supplemental Indenture, dated as of November 8, 2006, by and between Countrywide and The Bank of New York Mellon (formerly The Bank of New York), as Trustee, providing for the 7.00% Junior Subordinated Deferrable Interest Debentures Due November 1, 2036 of Countrywide, incorporated herein by reference to Exhibit 4.29 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.6

    Second Supplemental Indenture, dated as of July 1, 2008, among Red Oak Merger Corporation, Countrywide and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.7 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on July 8, 2008.

4.7

    Form of Third Supplemental Indenture relating to the Junior Subordinated Debentures, by and among the Corporation, Countrywide (formerly Red Oak Merger Corporation) and The Bank of New York Mellon, as Trustee.

4.8

    Form of 7.00% Capital Security (liquidation amount $25 per Capital Security) of Countrywide Capital V, incorporated herein by reference to Exhibit 4.32 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.9

    Form of 7% Junior Subordinated Deferrable Interest Debenture Due November 1, 2036, incorporated herein by reference to Exhibit 4.30 to Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.10

    Guarantee Agreement, dated as of November 8, 2006, by and between Countrywide and The Bank of New York, as Guarantee Trustee, incorporated herein by reference to Exhibit 4.27 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: November 6, 2008

 

BANK OF AMERICA CORPORATION
By:  

/s/ TERESA M. BRENNER

  Teresa M. Brenner
  Associate General Counsel
COUNTRYWIDE CAPITAL V
By:  

/s/ PAUL LANE

  Paul Lane
  Administrative Trustee
By:  

/s/ DEVRA LINDGREN

  Devra Lindgren
  Administrative Trustee
By:  

/s/ ALLISON GILLIAM

  Allison Gilliam
  Administrative Trustee

INDEX TO EXHIBITS

 

EXHIBIT NO.

   

DESCRIPTION OF EXHIBIT

4.1

    Certificate of Trust of Countrywide Capital V, incorporated herein by reference to Exhibit 4.15 of Countrywide’s Form S-3 (Registration No. 333-74042) filed on November 28, 2001.

4.2

    Declaration of Trust of Countrywide Capital V, incorporated herein by reference to Exhibit 4.17 of Countrywide’s Form S-3 (Registration No. 333-74042) filed on November 28, 2001.

4.3

    Amended and Restated Trust Agreement of Countrywide Capital V, incorporated herein by reference to Exhibit 4.31 to Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.4

    Junior Subordinated Indenture relating to Junior Subordinated Debentures, dated as of November 6, 2006, by and between Countrywide and The Bank of New York Mellon (formerly The Bank of New York), as Trustee, incorporated herein by reference to Exhibit 4.28 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.5

    Supplemental Indenture, dated as of November 8, 2006, by and between Countrywide and The Bank of New York Mellon (formerly The Bank of New York), as Trustee, providing for the 7.00% Junior Subordinated Deferrable Interest Debentures Due November 1, 2036 of Countrywide, incorporated herein by reference to Exhibit 4.29 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.6

    Second Supplemental Indenture, dated as of July 1, 2008, among Red Oak Merger Corporation, Countrywide and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.7 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on July 8, 2008.

4.7

    Form of Third Supplemental Indenture relating to the Junior Subordinated Debentures, by and among the Corporation, Countrywide (formerly Red Oak Merger Corporation) and The Bank of New York Mellon, as Trustee.

4.8

    Form of 7.00% Capital Security (liquidation amount $25 per Capital Security) of Countrywide Capital V, incorporated herein by reference to Exhibit 4.32 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.9

    Form of 7% Junior Subordinated Deferrable Interest Debenture Due November 1, 2036, incorporated herein by reference to Exhibit 4.30 to Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.

4.10

    Guarantee Agreement, dated as of November 8, 2006, by and between Countrywide and The Bank of New York, as Guarantee Trustee, incorporated herein by reference to Exhibit 4.27 of Countrywide’s Current Report on Form 8-K (File No. 1-8422) filed on November 13, 2006.