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):
June 5, 2001
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) 386-5000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On May 30, 2001, a Committee of the Board of Directors of the Registrant (the "Committee") approved the implementation of a new series under the Registrant=s medium-term note program, pursuant to which certain officers of the Registrant may cause the Registrant to issue from time to time up to $3,000,000,000 aggregate principal amount of medium-term notes, which may be senior debt securities, designated as the Senior Medium-Term Notes, Series I (the "Senior Medium-Term Notes") or subordinated debt securities, designated as the Subordinated Medium-Term Notes, Series I (the "Subordinated Medium-Term Notes" and, together with the Senior Medium-Term Notes, the "Medium-Term Notes"), or any combination thereof, and may establish the price, terms and conditions and the specific method of distribution of the Medium-Term Notes. The resolutions of the Committee are included as Exhibit 99.1 hereto.
The Senior Medium-Term Notes will be issued under an Indenture dated as of January 1, 1995, between NationsBank Corporation, precedessor to the Registrant ("NationsBank") and The Bank of New York (successor in interest to U.S. Bank Trust of New York, National Association, as successor trustee to BankAmerica National Trust Company), (the "Senior Trustee"), as supplemented by a First Supplemental Indenture dated September 18, 1998 and a Second Supplemental Indenture dated as of May 7, 2001. The Subordinated Medium-Term Notes will be issued under an Indenture dated as of January 1, 1995 between the Registrant and The Bank of New York, as trustee, as supplemented by a First Supplemental Indenture dated August 28, 1998.
The Registrant entered into a distribution agreement dated as of June 5, 2001 with the agents named therein (the "Distribution Agreement"), the terms of which will govern sales of the Medium-Term Notes. The Medium-Term Notes are described generally in the Prospectus dated August 5, 1999, constituting a part of Registration Statements Nos. 333-51367 and 333-83503, as supplemented by a Prospectus Supplement dated June 5, 2001 The Distribution Agreement is included as Exhibit 1.1 hereto.
The Medium-Term Notes are unsecured debt securities which have been registered on Form S-3 with the Securities and Exchange Commission as follows: (i) $616,946,091 under the Series H Medium-Term Note program established under Registration Statement No. 333-51367, which represents all remaining unissued securities covered by such registration statement, and (ii) $2,383,053,909 under Registration Statement No. 333-83503, which will leave $8,266,946,091 of unallocated common stock, preferred stock or debt securities which may be issued under such registration statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Distribution Agreement dated June 5, 2001 with
respect to the offering of the Medium-Term Notes
4.1 Indenture dated as of January 1, 1995
between NationsBank Corporation and
BankAmerica National Trust Company,
as trustee, incorporated herein by
reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-3, as
amended, Registration No. 33-57533
4.2 Successor Trustee Agreement effective
December 15, 1995, between NationsBank
Corporation and First Trust of New York,
National Association (now U.S. Bank
Trust National Association), as successor
trustee to BankAmerica National Trust
Company (the "Senior Trustee") incorporated
herein by reference to Exhibit 4.2 of
the Registrant's Registration Statement
on Form S-3 Registration No. 333-7229
4.3 First Supplemental Indenture dated as of
September 18, 1998 among NationsBank
Corporation, NationsBank (DE) Corporation
and the Senior Trustee, as Trustee, incorporated
herein by reference by Exhibit 4.3 of the Registrant's
8-K filed on November 18, 1998
4.4 Second Supplemental Indenture dated as
of May 7, 2001 among the Registrant and
the Senior Trustee, as Trustee
4.5 Form of Senior Medium-Term Note, Series
I (Fixed Rate)
4.6 Form of Senior Medium-Term Note, Series
I (Floating Rate)
4.7 Form of Senior Medium-Term Note,
Series I (Indexed Note)
4.8 Indenture dated as of January 1, 1995 between
NationsBank Corporation and The Bank of
New York, as trustee (the "Subordinated
Trustee"), incorporated herein by reference to
Exhibit 4.5 of the Registrant's Registration Statement
on Form S-3, as amended, Registration No. 33-57533
4.9 First Supplemental Indenture dated as of
August 28, 1998 among NationsBank
Corporation, NationsBank (DE)
Corporation and the Subordinated Trustee
incorporated herein by reference to Exhibit 4.7
of the Registrant's Current Report on
Form 8-K, filed November 18, 1998
4.10 Form of Subordinated Medium-Term Note,
Series I (Fixed Rate)
4.11 Form of Subordinated Medium-Term Note,
Series I (Floating Rate)
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.
as to the legality of the securities.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1)
99.1 Resolutions of a Committee appointed by the
Board of Directors dated May 30, 2001 with
respect to the terms of the offering of the
Medium-Term Notes
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:
CHARLES M. BERGER
Deputy General Counsel
Dated: June ___, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Distribution Agreement dated June 5, 2001 with
respect to the offering of the Medium-
Term Notes
4.1 Indenture dated as of January 1, 1995
between NationsBank Corporation and
BankAmerica National Trust Company,
as trustee, incorporated herein by
reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-3, as
amended, Registration No. 33-57533
4.2 Successor Trustee Agreement effective
December 15, 1995, between NationsBank
Corporation and First Trust of New York,
National Association (now U.S. Bank
Trust National Association), as successor
trustee to BankAmerica National Trust
Company (the "Senior Trustee") incorporated
herein by reference to Exhibit 4.2 of
the Registrant's Registration Statement
on Form S-3 Registration No. 333-7229
4.3 First Supplemental Indenture dated as of
September 18, 1998 among NationsBank
Corporation, NationsBank (DE) Corporation
and the Senior Trustee, as Trustee,
incorporated herein by reference to Exhibit 4.3
of the Registrant's Current Report on Form 8-K
filed November 18, 1998
4.4 Second Supplemental Indenture dated as of
May 7, 2001 between the Registrant and the
Senior Trustee, as Trustee
4.5 Form of Senior Medium-Term Note, Series
I (Fixed Rate)
4.6 Form of Senior Medium-Term Note, Series
I (Floating Rate)
4.7 Form of Senior Medium-Term Note,
Series I (Indexed Note)
4.8 Indenture dated as of January 1, 1995
between NationsBank Corporation and
The Bank of New York, as trustee (the
"Subordinated Trustee"), incorporated
herein by reference to Exhibit 4.5 of the
Registrant's Registration Statement on
Form S-3, as amended, Registration No. 33-57533
4.9 First Supplemental Indenture dated as of
August 28, 1998 among NationsBank
Corporation, NationsBank (DE) Corporation
and the Subordinated Trustee,
incorporated herein by reference to
Exhibit 4.7 of the Registrant's Current
Report on Form 8-K, filed November 18, 1998
4.10 Form of Subordinated Medium-Term Note,
Series H (Fixed Rate)
4.11 Form of Subordinated Medium-Term Note,
Series H (Floating Rate)
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.
as to the legality of the securities.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1)
99.1 Resolutions of a Committee appointed by
the Board of Directors dated May 30, 2001
with respect to the terms of the offering of
the Medium-Term Notes