As filed with the Securities and Exchange Commission on February 3, 2009
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):
January 27, 2009
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-6523 | 56-0906609 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 North Tryon Street
Charlotte, North Carolina 28255
(Address of principal executive offices)
(704) 386-5681
(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 EVENTS. |
A Committee previously appointed by the Board of Directors of the Registrant has increased the amount of securities authorized to be issued and sold pursuant to the Registrant’s Medium-Term Note Program, Series L by an additional $25,000,000,000 (the “Additional Securities”). Pursuant to the Registrant’s Medium-Term Note Program, Series L, on January 27, 2009, the Registrant sold to the Initial Purchasers (as defined below) (a) $6,000,000,000 aggregate principal amount of the Registrant’s 2.10% Senior Notes, due April 2012 (the “Fixed Rate Notes”), and (b) $2,000,000,000 aggregate principal amount of the Registrant’s Senior Three-Month LIBOR Notes, due April 2012 (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Notes”). The Registrant sold to the Initial Purchasers an additional $350,000,000 aggregate principal amount of the Floating Rate Notes on January 28, 2009. The Notes are guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) pursuant to the FDIC’s Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370.
On January 28, 2009, the Registrant entered into a Written Terms Agreement (the “Terms Agreement”) with the initial purchasers named therein (the “Initial Purchasers”) for the Notes. The terms of the offering of the Notes are described in the Registrant’s Pricing Supplement dated January 28, 2009 to the Prospectus Supplement dated April 10, 2008, supplementing the Prospectus dated May 5, 2006 constituting a part of the Registrant’s Registration Statement on Form S-3, Registration No. 333-133852. The Terms Agreement is attached as Exhibit 1.1 hereto.
A form of note for the Fixed Rate Notes is attached as Exhibit 4.1 hereto and a form of note for the Floating Rate Notes is attached as Exhibit 4.2 hereto.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
The following exhibits are filed herewith:
| EXHIBIT NO. |
DESCRIPTION OF EXHIBIT | |
| 1.1 |
Written Terms Agreement dated as of January 28, 2009 between the Registrant and the Initial Purchasers with respect to the issuance and sale of the Notes. | |
| 4.1 |
Form of the Fixed Rate Notes. | |
| 4.2 |
Form of the Floating Rate Notes. | |
| 5.1 |
Opinion of McGuireWoods LLP as to the legality of the Additional Securities. | |
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: February 3, 2009
INDEX TO EXHIBITS
| Exhibit No. |
||
| 1.1 | Written Terms Agreement dated as of January 28, 2009 between the Registrant and the Initial Purchasers with respect to the issuance and sale of the Notes. | |
| 4.1 | Form of the Fixed Rate Notes. | |
| 4.2 | Form of the Floating Rate Notes. | |
| 5.1 | Opinion of McGuireWoods LLP as to the legality of the Additional Securities. | |